Exhibit
99.1





















Seabridge
Gold Inc.








ANNUAL




INFORMATION




FORM




FOR
THE YEAR ENDED




DECEMBER
31, 2009










DATED
MARCH 25, 2010









TABLE
OF CONTENTS




PAGEPreliminary
      Notes
            iItem
      1:
            Corporate
      Structure
            1Item
      2:
            General
      Development of the Business
            2Item
      3:
            Description
      of the Issuer's Business
            3Item
      4:
            Risk
      Factors
            39Item
      5:
            Dividends
            47Item
      6:
            General
      Description of Capital Structure
            47Item
      7:
            Market
      for Securities
            48Item
      8:
            Directors
      and Officers
            48Item
      9:
            Audit
      Committee Information
            50Item
      10:
            Conflicts
      of Interest
            51Item
      11:
            Legal
      Proceedings and Regulatory Actions
            51Item
      12:
            Interest
      of Management and Others in Material Transactions
            52Item
      13:
            Transfer
      Agents and Registrars
            52Item
      14:
            Material
      Contracts
            52Item
      15:
            Interests
      of Experts
            52Item
      16:
            Additional
      Information
            53




For
details regarding Risks and Uncertainties, please refer to pages 39 to
47.









PRELIMINARY
NOTES




Date
of Information




The
information in this Annual Information Form is presented as of December 31, 2009
unless specified otherwise.




Reporting
Currency




All dollar amounts are expressed in
Canadian dollars unless otherwise indicated.The Issuer’s
quarterly and annual financial statements are presented in Canadian
dollars.




Units
of Measure




In this
Annual Information Form a combination of Imperial and metric measures are used
with respect to the Issuer's mineral properties.  Conversion rates
from Imperial measure to metric and from metric to Imperial are provided
below:




Imperial
      Measure = Metric Unit
            Metric
      Measure = Imperial Unit2.47
      acres
            1
      hectare
            0.4047
      hectares
            1
      acre3.28
      feet
            1
      meter
            0.3048
      meters
            1
      foot0.62
      miles
            1
      kilometer
            1.609
      kilometers
            1
      mile0.032
      ounces (troy)
            1
      gram
            31.1
      grams
            1
      ounce (troy)1.102
      tons (short)
            1
      tonne
            0.907
      tonnes
            1
      ton0.029
      ounces (troy)/ton
            1
      gram/tonne
            34.28
      grams/tonne
            1
      ounce (troy/ton)




Cautionary
Note to United States Investors Regarding Resource Estimates




National
Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)
is a rule developed by the Canadian Securities Administrators that establishes
standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects.  Unless otherwise indicated,
all resource estimates contained in or incorporated by reference in this Annual
Information Form have been prepared in accordance with NI 43-101 and the
guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum
(the "CIM") Standards on Mineral Resource and Mineral Reserves, adopted by the
CIM Council on November 14, 2004 (the "CIM Standards") as they may be amended
from time to time.




United
States investors are cautioned that the requirements and terminology of NI
43-101 and the CIM Standards differ significantly from the requirements of the
SEC, including Industry Guide 7 under the US Securities Act of
1933.  Accordingly, the Issuer's disclosures regarding mineralization
may not be comparable to similar information disclosed by companies subject to
the SEC's Industry Guide 7.  Without limiting the foregoing, while the
terms “measured resources”, “indicated resources” and “inferred resources” are
recognized and required by Canadian securities laws, they are not recognized by
the SEC and are not permitted to be used in documents filed with the SEC by
companies subject to Industry Guide 7.  Under U.S. standards,
mineralization may not be classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally produced or
extracted at the time the reserve determination is made.  Mineral
resources which are not mineral reserves do not have demonstrated economic
viability and U.S. investors are cautioned not to assume that all or any part of
a mineral resource will ever be converted into reserves.




U.S.
investors should also understand that “inferred resources” have a great amount
of uncertainty as to their existence and great uncertainty as to their economic
and legal feasibility.  U.S. investors are also cautioned not to
assume that all or any part of an “inferred resource” exists, is economically
mineable or will ever be upgraded to a higher category.  Disclosure of
“contained ounces” in a mineral resource is permitted disclosure under Canadian
regulations.  In contrast, under US rules companies are normally only
permitted to report “resources” as in place tonnage and grade without reference
to unit measures.




(i)




SEABRIDGE
GOLD INC.




ANNUAL
INFORMATION FORM




ITEM
1:                      CORPORATE
STRUCTURE




Incorporation
of the Issuer




Seabridge
Gold Inc. (the “Issuer”
or “Seabridge”) was
incorporated under the Company
Act (British Columbia) on September 14, 1979 under the name of Chopper
Mines Ltd., which was subsequently changed to Dragoon Resources Ltd. on November
9, 1984, and then subsequently changed once more to Seabridge Resources Inc. on
May 20, 1998.  On June 20, 2002 the Issuer changed its name to "Seabridge
Gold Inc." and on October 31, 2002 the Issuer was continued under the Canada
Business Corporations Act.




The
Issuer’s corporate offices are located at 106 Front Street East, 4th
Floor, Toronto, Ontario, Canada M5A 1E1.  The Issuer’s telephone
number is (416) 367-9292.  The Issuer’s Shares are currently listed
for trading on the Toronto Stock Exchange (the "TSX") under the symbol "SEA"
and on the NYSE AMEX Equities (the "AMEX") under the symbol
"SA".  The Issuer’s registered office is located at 10th
Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C
2T5.




Intercorporate
Relationships




The
Issuer presently has three wholly-owned subsidiaries: Seabridge Gold
Corporation, a Nevada corporation; Pacific Intermountain Gold Corporation, a
Nevada corporation; and 5073 N.W.T.  Limited, a company incorporated
under the laws of the Northwest Territories of Canada.  The following
diagram illustrates the current inter-corporate relationship between the Issuer,
its subsidiaries and its projects:




SEABRIDGE
      GOLD INC.100%
              
              100%
              
              100%5073
      N.W.T Ltd.
                (Northwest
      Territories)
              
              KSM
      Project
                (British
      Columbia)
              
              
              
              Seabridge
      Gold Corporation
                (Nevada)100%Grassy
      Mountain Project
                (Oregon)
              100%
              
              Pacific
      Intermountain Gold Corporation
                (Nevada)100%Courageous
      Lake Project
                (Northwest
      Territories)
              
              Red
      Mountain Project
                (British
      Columbia)
              100%
              
              Quartz
      Mountain Project
                (Oregon)
              100%
              
              Early
      Stage Projects
                (Nevada)Early
      Stage Projects (Nevada)
              100%









ITEM
2:                      GENERAL
DEVELOPMENT OF THE BUSINESS




Overview




Since
1999, the Issuer has taken steps to achieve its goal of providing strong returns
to shareholders by maximizing leverage to the price of gold.  The
Issuer’s strategy to achieve this goal is to optimize gold ownership per Common
share by increasing gold resources more rapidly than shares
outstanding.  The Issuer believes this ratio of gold resources per
Common share has provided a simple but effective measure for evaluating dollars
spent on behalf of shareholders.




In 1999,
management decided that the Issuer’s strategic focus would be on acquiring,
exploring and developing gold deposits.  The Issuer determined it
would not build or operate mines, but that it would look to partner with other
companies or sell assets that were ready for production. In the Issuer’s view,
building mines adds considerable technical and financial risks and requires a
different set of skills and resources.  The Issuer also concluded that
early stage exploration would be too risky in terms of trying to achieve a
growing ratio of gold resources per Common share.  The Issuer
therefore narrowed the activities it would undertake to the following three
phases, which phases it planned to progress through in the following order,
subject to increases in the price of gold: (i) acquiring known gold deposits,
(ii) expanding the deposits, and (iii) defining the economic parameters of the
deposits through engineering studies and upgrading mineral resources to
reserves.  The Issuer believed this was a relatively lower-risk and
less capital-intensive strategy consistent with the goal of optimizing gold
resources per Common share.




In 1999,
the Issuer set out to buy gold deposits in North America that were not economic
in a low gold price environment. North America was selected as the preferred
jurisdiction because of its established mineral tenure and permitting
procedures, political stability and infrastructure advantages. At that time,
many projects were for sale at distressed prices as producers struggled to stay
in business. The Issuer decided it would acquire projects with three main
characteristics:




1.
            Estimated
      resources with quality work done by reputable
  companies;


2.
            Upside
      exploration potential; and


3.
            Low
      holding costs to conserve cash in the event that a higher gold price was
      not achieved.




From 1999
to 2002, the Issuer acquired eight deposits with gold resources in North
America, paying less than US$1.00 per ounce of resource (using aggregate ounces
from all resource categories, including inferred resources) and has been paying
less than US$0.10 per ounce per year in holding costs.




By 2002,
with the gold price on the rise, the Issuer believed that it was becoming more
expensive to acquire existing resources, and the cost-benefit equation tilted in
favor of increasing gold ownership through exploration. The Issuer’s strategy
entered its second phase, which was to expand the Issuer’s resource base through
carefully targeted exploration.  This phase proved highly successful,
with total measured and indicated gold resources growing 431% between 2003 and
2009, and Common shares outstanding increasing only 36.3% during the same
period.




By 2008,
the gold price had risen sufficiently to make the Issuer think that a number of
its projects might be economic.  Therefore the Issuer began work on
the third phase of its strategy: defining the economics of its projects through
engineering studies and upgrading mineral resources to reserves.  This
effort focused on the KSM Project, which, during the exploration phase, had
emerged as the Issuer’s most important asset.  The permitting process
began and the Issuer undertook a substantial infill drilling program to raise
the confidence level in the project’s resources.  Work now in progress
is anticipated to lead to a completed preliminary feasibility study for the KSM
Project in April 2010.




The
Issuer’s attention is now turning to its second-largest asset, the Courageous
Lake Project. A preliminary economic assessment of this project was completed in
early 2008 and indicated that the project’s economics were marginal at the
then-prevailing gold price. Given the increase in the gold price since early
2008, the Issuer is considering a plan to take the Courageous Lake Project along
a similar development path to the KSM Project, including additional drilling,
the commencement of the permitting process and further engineering work to move
towards a preliminary feasibility study.




- 2
-




To date,
work on the KSM Project and the Courageous Lake Project has been funded in part
by the sale of non-core assets, consistent with the Issuer’s strategy of
limiting share dilution. The Issuer intends to continue selling non-core assets
as opportunities arise.




The
Issuer intends to seek a sale or joint venture of its two core assets, the KSM
Project and the Courageous Lake Project, or a sale of the Issuer when the
current phase of better defining the economics of these projects has been
further advanced.  Realizing value for the Issuer’s shareholders will
depend on the potential financial return for a prospective purchaser or partner
as well as market conditions at the time, especially gold and copper prices. The
timing of sales or partnership agreements, if any, cannot be determined at this
time.




The
continuing success of the Issuer is dependent on (1) its ability to upgrade its
existing gold resources through engineering studies, (2) exploration success on
projects it is exploring on its own account (3) continued strength in the price
of gold and/or (4) successfully concluding negotiations under which others
acquire interests in the Issuer's properties whether under option agreements or
by purchase.  The Issuer also intends to continue its search for
additional acquisitions.




Three
Year History




During
the three most recently completed financial years, the Issuer has focused its
exploration and engineering efforts on its two core projects, namely KSM in
British Columbia and Courageous Lake in the Northwest Territories.  In
2007, 2008 and 2009 the Issuer completed core drill programs at its KSM Project
of 15,650 meters, 15,180 meters and 13,000 meters, respectively, with the
objectives of expanding resources, upgrading resources from the inferred
category into the measured or indicated categories and testing deposit
limits.  After each program the Issuer completed resource estimates
incorporating the drilling data to date and in early 2009 completed a
Preliminary Assessment in respect of its KSM Project, which has been further
updated to incorporate the 2009 resource estimate.




At its
Courageous Lake Project, after announcing its updated resource estimate in
January 2007, the Issuer completed a Preliminary Assessment of the Courageous
Lake Project in early 2008.  After focussing on its KSM Project in
2008 and 2009, the Issuer is now planning to return to further development work
at the Courageous Lake Project.




Due to
success at both its KSM and Courageous Lake Projects, in early 2008 the Issuer
announced that it would look to sell or joint venture its other projects while
continuing to advance its two core projects. During 2008 the Issuer completed
the sale of its interest in the Nocha Buena project in Mexico and in March,
2009, the Issuer settled terms for the sale of its Hog Ranch Project under the
terms of an option agreement.  In December, 2009 the Issuer announced
a non-binding letter of intent with Constitution Mining Corporation under which
it proposes to sell the Castle/Black Rock Project and its early-stage Nevada
properties, subject to certain conditions.




At the
date of this Annual Information Form, over 90% of the mineral resources at all
of its projects combined are at the KSM Project and the Courageous Lake Project
and the Issuer considers that its present market value principally relates to
just these two projects.  As a result, its present and future
exploration and development activities will be almost exclusively focused on
advancing these two projects towards feasibility determination.  The
Issuer will continue to look to sell or joint venture its remaining non-core
properties.




ITEM
3:                      DESCRIPTION
OF THE ISSUER'S BUSINESS




General




The
Issuer holds six properties with gold resources and its material properties are
its KSM Project and its Courageous Lake Project.  At the date of this
Annual Information Form, the estimated gold resources at the Issuer’s properties
are set forth in the following table and are broken down by project and resource
category.




- 3
-




Mineral
Resources (Gold and Copper)




PROJECT
            Cut-Off
              Grade
              (g/T)
            Measured
            Indicated
            InferredTonnes
              (000’s)
            Gold
              Grade
              (g/T)
            Gold
              (000’s
      ozs)
            Copper
              Grade
              (%)
            Copper
              (million
              lbs)
            Tonnes
              (000’s)
            Gold
              Grade
              (g/T)
            Gold
              (000’s
      ozs)
            Copper
              Grade
              (%)
            Copper
              (million
              lbs)
            Tonnes
              (000’s)
            Gold
              Grade
              (g/T)
            Gold
              (000’s
      ozs)
            Copper
              Grade
              (%)
            Copper
              (million
              lbs)KSMMitchell
            0.502
            659,700
            0.64
            13,574
            0.17
            2,472
            1,080,900
            0.58
            20,156
            0.17
            4,050
            537,000
            0.44
            7,597
            0.14
            1,657Sulphurets
            0.502
            --
            --
            --
            --
            --
            159,000
            0.63
            3,221
            0.28
            981
            144,000
            0.50
            2,317
            0.16
            511Kerr
            0.502
            --
            --
            --
            --
            --
            237,500
            0.26
            1,985
            0.48
            2,513
            76,100
            0.20
            489
            0.30
            503KSM
      Total
            --
            659,700
            0.64
            13,574
            0.17
            2,472
            1,477,400
            0.53
            25,362
            0.23
            7,544
            757,100
            0.43
            10,403
            0.16
            2,671Courageous
      Lake
            0.83
            6,293
            2.92
            591
            --
            --
            53,020
            2.14
            3,648
            --
            --
            93,720
            1.98
            5,966
            --
            --Grassy
              Mountain
            0.55
            --
            --
            --
            --
            --
            18,657
            1.54
            924
            --
            --
            1,722
            1.10
            61
            --
            --Quartz
              Mountain
            0.34
            3,480
            0.98
            110
            --
            --
            54,330
            0.91
            1,591
            --
            --
            44,800
            0.72
            1,043
            --
            --Red
      Mountain
            1.00
            1,260
            8.01
            324
            --
            --
            340
            7.041
            76
            --
            --
            2,079
            3.71
            248
            --
            --Castle/
              Black
              Rock1
            0.25
            4,120
            0.57
            75
            --
            --
            8,260
            0.53
            140
            --
            --
            7,950
            0.37
            93
            --
            --


Note:
            The
      resource estimates have been prepared in accordance with NI
      43-101.  See “Cautionary Note to United States Investors
      Regarding Resource Estimates” in the Preliminary
  Notes.


1.
            The
      Issuer has announced a non-binding letter of intent under which it
      proposes to sell the Castle/Black Rock Project and many of the Issuer’s
      early stage Nevada properties to Constitution Mining Corp. for aggregate
      consideration, staged over 3 years, of US$4 million in cash and 3 million
      common shares of Constitution Mining
Corp.




2.
            The
      grade is stated in amount of gold equivalent which takes into
      consideration the presence of copper and certain other
      minerals.




Mineral
resources which are not mineral reserves do not have demonstrated economic
viability.




Cautionary
Statement Regarding Forward-Looking Information and Statements




This
Annual Information Form contains forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and
forward-looking information within the meaning of Canadian securities laws
concerning the Issuer’s projects, business approach and plans, including
estimated production, capital, operating and cash flow estimates and other
matters at the Issuer’s KSM Project and Courageous Lake Project (each as defined
herein). Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases
such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”,
“intends”, “strategy”, “goals”, “objectives” or variations thereof or stating
that certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved, or the negative of any of these terms and
similar expressions) are not statements of historical fact and may be
forward-looking statements and forward-looking information (collectively
referred to in the following information simply as “forward-looking
statements”).  In addition, statements concerning mineral resource
estimates constitute forward-looking statements to the extent that they involve
estimates of the mineralization expected to be encountered if a mineral property
is developed.




- 4
-




Forward-looking
statements are necessarily based on estimates and assumptions made by the Issuer
in light of its experience and perception of historical trends, current
conditions and expected future developments.  In making the
forward-looking statements in this Annual Information Form the Issuer has
applied several material assumptions including, but not limited to, the
assumption that: (1) market fundamentals will result in sustained demand and
prices for gold and copper, and to a much lesser degree, silver and molybdenum;
(2) the potential for production at its mineral projects will continue
operationally, legally and economically; (3) any additional financing needed
will be available on reasonable terms; and (4) estimated resources at the
Issuer’s projects have merit and there is continuity of mineralization as
reflected in such estimates.




Forward-looking
statements are subject to a variety of known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ from those
expressed or implied by the forward-looking statements, including, without
limitation:




•
            the
      Issuer’s history of losses and expectation of future
    losses;




•
            risks
      related to the Issuer’s ability to finance its exploration activities and
      future development activities through joint ventures, the sale of property
      interests or obtaining suitable
financing;




•
            uncertainty
      of whether there are any economic reserves existing on the Issuer’s
      mineral properties;




•
            uncertainties
      relating to the assumptions underlying the Issuer’s resource
      estimates;




•
            uncertainty
      of estimates of capital costs, operating costs, production and economic
      returns;




•
            risks
      related to commercially producing precious metals from the Issuer’s
      mineral properties;




•
            risks
      related to fluctuations in the market price of gold, copper and other
      metals;




•
            risks
      related to fluctuations in foreign exchange
  rates;




•
            mining,
      exploration and development risks that could result in damage to mineral
      properties, plant and equipment, personal injury, environmental damage and
      delays in mining, which may be
uninsurable;




•
            risks
      related to obtaining all necessary permits and governmental approvals for
      exploration and development activities, including in respect of
      environmental regulation;




•
            uncertainty
      related to title to the Issuer’s mineral
  properties;




•
            risks
      related to unsettled First Nations rights and
  title;




•
            risks
      related to increases in demand for exploration, development and
      construction services equipment, and related cost
    increases;




•
            increased
      competition in the mining industry;




•
            the
      Issuer’s need to attract and retain qualified management and
      personnel;




•
            risks
      related to some of the Issuer’s directors’ and officers’ involvement with
      other natural resource companies;
and




•
            the
      Issuer’s classification as a “passive foreign investment company” under
      the United States tax code.




This list
is not exhaustive of the factors that may affect any of the Issuer’s
forward-looking statements.  Forward-looking statements are statements
about the future and are inherently uncertain, and actual achievements of the
Issuer or other future events or conditions may differ materially from those
reflected in the forward-looking statements due to a variety of risks,
uncertainties and other factors, including, without limitation, those referred
to in this Annual Information Form under the heading “Risk Factors” and
elsewhere in this Annual Information Form.  In addition, although the
Issuer has attempted to identify important factors that could cause actual
achievements, events or conditions to differ materially from those identified in
the forward-looking statements, there may be other factors that cause
achievements, events or conditions not to be as anticipated, estimated or
intended.  It is also noted that while Seabridge engages in
exploration and development of its properties, it will not undertake production
activities by itself.




- 5
-




These
forward-looking statements are based on the beliefs, expectations and opinions
of management on the date the statements are made and the Issuer does not assume
any obligation to update forward-looking statements, except as required by
applicable securities laws, if circumstances or management’s beliefs,
expectations or opinions should change. For the reasons set forth above,
investors should not place undue reliance on forward-looking
statements.




KSM
Project




Summary




The KSM
project is comprised of two contiguous claim blocks in the Iskut-Stikine region
in British Columbia, approximately 20 kilometers southeast of the Eskay Creek
Mine.




At the
time of Issuer’s acquisition, the project consisted of two distinct zones (Kerr
and Sulphurets) which had been modelled separately by Placer Dome (CLA) Limited
("Placer
Dome").  Drilling by the Issuer during 2006 and 2007 confirmed
a new zone, the Mitchell zone, which is significantly larger than the Kerr and
Sulphurets zones.




During
2008 and 2009 Seabridge focused on further exploration and development of the
KSM Project, principally the Mitchell zone, to further upgrade and expand
mineral resources, and generated successive resource estimates of all three
zones.  After completing drilling in 2009 the drill hole database for
the KSM Project includes 355 core holes totalling approximately 94,500
meters.  Over 95% of the holes at Mitchell were drilled by Seabridge
between 2006 and 2009.  Seabridge announced its current resource
estimate at the KSM Project on January 11, 2010.




The
Issuer engaged a group of independent consultants to undertake a Preliminary
Assessment for KSM, initially to incorporate the 2008 resource estimates. The
study was completed in January 2009, but after RMI completed an updated KSM
resource estimate in March 2009 the consultants were engaged to update the
original study to incorporate the new resource estimate and consider other
refinements to the proposed operation.  In July 2009, the Issuer
announced the conclusions of this study, which are discussed
below.  With the announcement of the new resource estimate on January
11, 2010, the Issuer began work on updating the 2009 KSM Preliminary Assessment
to incorporate this new estimate.




Acquisition
Agreement




In June
2000, the Issuer entered into a Letter of Intent with Placer Dome to acquire a
100% interest in Kerr-Sulphurets.  On March 28, 2001, the Issuer and
Placer Dome executed a definitive acquisition agreement.  Closing of
the transaction was delayed until June 2001 at which time Placer Dome was able
to obtain a satisfactory release of its environmental obligations associated
with the project.  At closing, in consideration for a 100% interest in
the Project, the Issuer issued Placer Dome (i) 500,000 common shares of the
Issuer; (ii) 500,000 common share purchase warrants, exercisable by Placer Dome
at C$2.00 per share for two years; and (iii) a 1% NSR interest on the Project,
capped at C$4.5 million.  The 500,000 common share purchase warrants
were exercised by Placer Dome in early 2003.  The Issuer will be
obligated to purchase the 1% NSR from Placer Dome for $4.5 million in the event
that a positive feasibility study demonstrates a 10% internal rate of return
after tax and financing costs.




Option
Agreement




In
September 2002, the Issuer optioned the property to Noranda Inc. (which
subsequently became Falconbridge Limited and then Xstrata
plc.).  During 2003 and 2004, Noranda conducted geophysics, surface
mapping, surface sampling and target delineation at the
project.  Falconbridge completed a $1.3 million drill program on six
new targets during the summer of 2005.




- 6
-




In April
2006, the Issuer announced that it had reached agreement with Falconbridge
whereby the Issuer would re-acquire Falconbridge’s option to earn up to a 65%
interest at KSM for 200,000 common shares of the Issuer and 2.0 million
conditional common share purchase warrants of the Issuer with an exercise price
of C$13.50 per share. The transaction closed in August 2006. With the
announcement of an initial mineral resource at the Mitchell zone, the full 2.0
million warrants became exercisable in February 2007. During 2007, all two
million warrants were exercised and the Issuer received $27 million in
proceeds.




Acquisition
of Adjacent Lands




On
September 4, 2009 the Issuer completed the acquisition of 22 mineral legacy
claims (the “BJ Claims”) immediately adjacent to the KSM Project from Max
Minerals Ltd. (“Max”).  Seabridge acquired the BJ Claims as
prospective ground for additional exploration, to secure needed room for waste
rock storage and project infrastructure and mineral rights to a part of the
proposed tunnel route between the planned mining and milling
facilities.  At closing Seabridge paid Cdn$1.0 million in cash to Max,
issued 75,000 Common shares to Max, and granted a 2.5% net smelter royalty
(“NSR”) to Max on the BJ Claims.  The BJ Claims are also subject to a
2% NSR in favor of the original owner of the BJ Claims and Seabridge is
obligated to pay the original owner 10 annual advance royalty payments of
Cdn$100,000 each, ending in 2018.  The advance royalty payments are
credited against any payments that might become due under the 2%
NSR.




Technical
Reports




All
disclosure relating to Mineral Resources contained in this Annual Information
Form with respect to the KSM Project was prepared by Resource Modeling Inc.
(“RMI”) under the
direction of Michael J. Lechner (P. Geo British Columbia #155344, Arizona RPG
#37753 and AIPG CPG #10690), a Qualified Person under NI-43-101. RMI has
completed four separate Technical Reports for the KSM project. The most recent
report entitled “January 2010 Updated KSM Mineral Resources” is dated January
25, 2010 and provides updated resources for the KSM project incorporating 2009
drilling results (the “2010 KSM
Estimate Report”).




The
following material (up to “Preliminary Assessment”) on
the KSM Project summarizes information from the 2010 KSM Estimate
Report.




Location
and Climate




The KSM
property is located in the Iskut-Stikine River region in the mountainous terrain
of north-western British Columbia, approximately 65 km north-northwest of
Stewart, British Columbia (see Figure 1).  The property is centred at
latitude 56o50' North and longitude 130.30o West on NTS map sheets 104B/8W and
8E, 104B/9W and 9E.




Access to
the property is by helicopter from Stewart.  Mobilization of equipment
and personnel have also been staged from kilometer 54 on the private Eskay Creek
Mine Road and along the public Granduc Highway.




Daily
weather patterns in the Iskut region are unpredictable but generally that of a
temperate or northern coastal rainforest.  However, prolonged clear
sunny days can prevail during the summers.  Snowfalls and strong winds
can be expected from early-October until mid-April with temperatures varying
widely between 0o and -40oC.  Snowpack ranges from one to two meters
but high winds can create snowdrifts up to 10 meters.




Land
Status




The KSM
Project consists of 30 contiguous mineral cell claims covering an area of
6,726.42 hectares and an adjacent 16 mineral legacy claims (the BJ Claims)
covering approximately 6,225 hectares (see Figure 2).  Both the cell
claims and the legacy claims are under application for two mining
leases.  Twenty-one placer cell claims covering an area of 5,749.2
hectares are coincident in land area with most of the KSM mineral
claims.  Seabridge also holds 47 mineral cell claims (Seabee Property)
and six mineral legacy claims (Tina Property), covering approximately 21,478
hectares, that are located about 19 kilometers northeast of the KSM property
where certain of the KSM Project’s proposed plants and tailings storage would be
located.




- 7
-




The KSM
mineral cell claims were converted from 58 legacy claims to B.C.’s new Mineral
Titles Online (MTO) system in 2005. Eleven legacy placer claims were converted
in 2005 to nine cell placer claims. Ten cell placer claims have been added to
the property and are contiguous with the converted legacy placer claims. In the
MTO system, claims are located digitally using a fixed grid on lines of latitude
and longitude with cells measuring 15 seconds north-south and 22.5 seconds
east-west (approx. 460 by 380 meters at KSM). The legacy claims were located by
previous owners by placing tagged posts along the boundaries; however the survey
method employed in locating the legacy claims is not known. With the MTO system
no markings are required on the ground and the potential for gaps and/or
overlapping claims inherent in the old system is eliminated.




The
claims are 100% owned by the Issuer. Barrick Gold Corporation retains a 1% NSR
on the mineral cell claims that is capped at $4.5 million. Two of the
pre-converted claims (Xray 2 and 6) are subject to a contractual royalty
obligation in accordance with terms in the underlying Dawson Agreement. The
lands covered by these claims are now contained within the converted Xray 1
claim (Tenure No. 516245). There is an additional underlying agreement whereby
advance annual royalties payable to Dawson are being paid by
Seabridge.  The BJ Claims, which do not contain any of the estimated
resources at the KSM Project, are subject to a 2.5% NSR and a 2% NSR and the
Issuer is obligated to pay an advance royalty in respect of the 2% NSR of 10
annual payment of $100,000, as described above.




Annual
holding costs for all of the cell claims (mineral and placer) are approximately
$172,988. In 2007, assessment work was filed to advance the year of expiry to
2018.  Assessment work was completed on most of the Seabee Property
claims in 2008, with that work filed in February, 2009, which advanced expiry
dates to 2012.




The KSM
Project is located on provincial Crown land.  The three gold-copper
deposits, and the proposed waste rock storage areas, lie within the Unuk River
drainage in the area covered by the Cassia Iskut-Stikine Land and Resource
Management Plan, approved by the British Columbia Government in
2000.  A part of the proposed ore transport tunnel lies within the
boundaries of the South Mass Sustainable Resource Management Plan that is
currently in development.  The proposed sites for the tailing
management and plant facilities lie outside of the boundaries of any land use
planning process.  Part of the Project, excluding the mineral deposits
and their immediately-related infrastructure, lies within the boundaries of the
Nass Area, as defined in the Nisga’a Final Agreement, where consultation is
required with the Nisga’a Lisims Government under the terms of the Final
Agreement.  The Tahltan First Nation has an asserted claim over part
or all of the area underlying the Project footprint.  The Tahltan have
been active community and development partners in other mining projects in
Northern British Columbia such as the Golden Bear Mine and the Eskay Creek
Mine.  Additionally, the Gitanyow and Gitxsan Hereditary Chiefs may
have some interests within the broader region, particularly downstream of the
plant site and tailing management facility, potentially affected by the
Project.




- 8
-




Figure
1 - KSM Project Location Map
  
  - 9
-
  Figure
2 - KSM Project Claim Map
  
  Seabridge
Gold is nearing completion of an extensive 2 year environmental baseline program
initiated in 2007 in support of the Provincial and Federal Governments
permitting process. Environmental studies are being conducted under the
leadership of Rescan Environmental Services Ltd.
  - 10
-
  Exploration
History
  The
modern exploration history of the area began in the 1960’s, with brief programs
conducted by Newmont, Granduc, Phelps Dodge, and the Meridian
Syndicate.  All of these programs were focused towards gold
exploration. Various explorers were attracted to this area due to the numerous
large, prominent pyritic gossans that are exposed in alpine areas. There is
evidence that prospectors were active in the area prior to 1935. The Sulphurets
Zone was first drilled by Esso Minerals in 1969; Kerr was first drilled by
Brinco in 1985 and Mitchell Creek by Newhawk Gold in 1991.
  In 1989,
a 100% interest in the Kerr deposit was acquired by Placer Dome from Western
Canadian Mines and in the following year they acquired the adjacent Sulphurets
property from Newhawk Gold Mines. The Sulphurets property also hosts the
Mitchell Creek deposit and other mineral occurrences. In 2000, Seabridge
Resources acquired a 100% interest from Placer Dome in both the Kerr and
Sulphurets properties, subject to capped royalties.
  There is
no recorded mineral production, nor evidence of it, from the
property.  Immediately west of the property, small-scale placer gold
mining has occurred in Sulphurets and Mitchell Creeks. On the Bruceside property
immediately to the east and currently owned by Silver Standard Resources,
limited underground development and test mining was undertaken in the 1990’s on
narrow, gold-silver bearing quartz veins at the West Zone.
  During
2003 and 2004, under its option to earn up to a 65% interest in the project from
the Issuer, Falconbridge conducted geophysics, surface mapping, surface sampling
and target delineation at the project.  Falconbridge completed a $1.3
million drill program on six new targets during the summer of 2005.
  In 2006,
the Issuer completed a 9,130 meter core drill program at KSM designed to expand
the project’s known gold resource by testing for the strike and depth extensions
of the Sulphurets zone and by systematically drilling the promising new Mitchell
gold zone identified in previous work. In February 2007, the Issuer announced a
43-101 compliant resource estimate for the Mitchell zone prepared by
RMI.
  In 2007,
the Issuer completed a 15,650 meter core drill program at KSM designed to expand
the Mitchell zone’s known gold resource by testing for the strike and depth
extensions. In January 2008, RMI completed a 43-101 compliant resource estimate
for the Kerr and Sulphurets zones. In February 2008, RMI completed an updated a
43-101 compliant resource estimate for the Mitchell zone. These 2008 resources
estimates were incorporated into a Preliminary Assessment for KSM which was
completed in January 2009.
  In 2008,
the Issuer completed a 15,180 meter core drill program at KSM designed to
further expand the Mitchell and Sulphurets zones and upgrade inferred resources
to measured and indicated. In March 2009, RMI completed an updated 43-101
compliant resource estimate for KSM.
  In 2009,
the Issuer completed a 13,000 meter core drill program at KSM designed to
upgrade inferred resources to measured and indicated to further expand certain
mineralized zones.  In September 2009, the Preliminary Assessment for
KSM was updated to incorporate the March 2009 resource estimate and to set forth
refinements to the proposed operation.  In January 2010, RMI completed
an updated NI 43-101 compliant resource estimate for KSM which incorporated the
drilling results from 2009.
  Geology
and Mineralization
  Regional
Geology
  The
property lies within an area known as “Stikinia”, which is a terrane consisting
of Triassic and Jurassic volcanic arcs that were accreted onto the Paleozoic
basement. Early Jurassic sub-volcanic intrusive complexes are scattered through
the Stikinia terrane and are host to numerous precious and base metal rich
hydrothermal systems. These include several well known copper-gold porphyry
systems such as Galore Creek, Red Chris, Kemess, and Mt. Milligan.
  The
Mitchell Zone is underlain by foliated, schistose, volcanic and volcaniclastic
rocks that are exposed below the shallow north dipping Mitchell thrust fault.
These rocks tend to be highly altered (primarily phyllic and propylitic) and
characterized by intense sericitization, abundant pyrite with numerous quartz
vein stockworks and sheeted quartz veins that are often deformed and flattened.
Towards the west end of the property, the extent and strength of phyllic
alteration diminishes and chlorite (and/or green sericite) ± magnetite
alteration becomes more dominant. Within the core of the deposit, pyrite content
ranges between 5 to 20% and typically occurs as fine
disseminations.
  - 11
-
  Gold and
copper mineralization tends to be relatively low-grade but dispersed over a very
large area and appears to be related to hydrothermal activity associated with
Early Jurassic hypabyssal porphyritic intrusions. Most of the mineralization
appears to be hypogene with the principal sulphides being pyrite and
chalcopyrite with minor molybdenite and trace amounts of tennantite, bornite,
sphalerite, and galena. Within the higher-grade core of the deposit, gold and
copper grades tend to correlate well with one another.  Preliminary
work indicates that gold is intimately associated with
chalcopyrite.  Copper/gold ratios tend to be slightly higher near the
phyllic-propylitic alteration contact zones. In low-grade areas, which tend to
flank the higher-grade core, copper/gold ratios tend to be highest. In general,
within the currently drilled area, gold and copper grades tend to be remarkably
consistent between drill holes, which is consistent with a large, stable
hydrothermal system with a low thermal gradient.
  Mitchell
Zone Mineralization
  Twenty-five
core holes were drilled by Seabridge in 2009 within the Mitchell zone totalling
about 7,800 meters.  The majority of these holes were drilled along
the northern and southern flanks of the mineralized zone in order to: 1) test
the north dipping extension of the system 2) upgrade inferred resources to
indicated resources and 3) test upper plate mineralization (material above the
Mitchell thrust fault).  The drill hole spacing at Mitchell is
somewhat variable but within the core portion of the Mitchell zone drill hole
spacing varies between 50 to 100 meters.  The total drill pattern has
tested a volume measuring roughly 2,000 meters by 1,000 meters by 500
meters.
  The
Mitchell zone is exposed in Mitchell Creek valley through an erosional window
exposing the footwall of the Mitchell Thrust Fault.  The zone is a
moderately dipping, roughly tabular gold-copper deposit measuring approximately
1,600 meters along strike, 400 to 900 meters down dip, and at least 300 to 600
meters thick.  It consists of a foliated, schistose or mylonitic zone
of intensely altered and sulphide bearing rocks, with a variably distributed
stockwork of deformed and flattened quartz veinlets.  The schistosity
generally follows an east-southeast direction, and dips moderately steep to the
north.  In general, the core area of mineralization has a moderate
plunge to the north or northwest, and is lineated in an east-southeast
direction.
  Recent
glacial melt back has provided exceptional surface exposure of a relatively
fresh gold-copper porphyry system.  A zone of intense quartz and
sulphide veining forms resistant bluffs in Mitchell valley.  However,
the higher grade core area is mostly covered by talus and moraine west of the
bluffs.  Active oxidation and leaching of sulphides has produced
prominent gossans and extensive copper sulphate precipitates at the
surface.
  The
Mitchell zone is considered to lie within the spectrum of the gold-enriched
copper porphyry environment.  Metals, chiefly gold and copper (in
terms of economic value), are generally at low concentrations, finely
disseminated, stockwork or sheeted veinlet controlled, and pervasively dispersed
over dimensions of hundreds of meters.  Grades diminish slowly over
large distances; sub-economic grades are encountered at distances of several
hundreds of meters beyond the interpreted centre of the system.  This
is distinct from the Sulphurets and Kerr zones, where there are more abrupt
breaks in grade due to higher structural complexity and juxtaposition of weak
and moderate grade domains by faulting, both syn-mineral structures controlling
breccia contacts, and postmineral faulting and displacements.
  Sulphurets
Zone Mineralization
  The
Sulphurets deposit has been delineated by over 15,200 meters of core drilling in
65 drill holes spaced at intervals of 50 to 100 meters; in total six different
operators drilled the project between 1968 and 2006.  In 2009,
Seabridge drilled an additional 3,081 meters in seven core holes.
  - 12
-
  The
deposit is comprised of two distinct zones, Raewyn and Breccia Gold. The Raewyn
Copper-Gold zone hosts mostly porphyry style disseminated chalcopyrite and
associated gold mineralization in moderately quartz stockworked,
chlorite-biotite-sericite magnetite altered volcanics. The alteration and
mineralization are centered on a narrow, apparently conformable body of
porphyritic quartz monzonite. It has an apparent northeasterly strike and dips
about 45 degrees to the north. It may be offset in en echelon style by several
north-northeasterly trending vertical structures. The mineralization is open at
down-dip and along strike to the southwest.
  The
Breccia Gold zone hosts mostly gold bearing pyritic mineralization with minor
chalcopyrite and sulphosalts in a K-feldspar siliceous hydrothermal breccia that
apparently crosscuts the Raewyn porphyry copper-gold deposit. It comprises
altered intrusive clasts in a matrix of mainly silica and sulphides. Both zones
have an intense phyllic overprint that nearly masks all earlier alteration
phases.  The breccia zone has an apparent northerly strike and dips to
the west, and is open down dip. A late, barren, pyritic monzogabbro cuts off the
breccia zone on the northwest side.
  Kerr
Zone Mineralization
  The Kerr
deposit has been delineated by over 26,000 meters of core drilling in 144 drill
holes spaced at intervals of 50 to 100 meters by six previous operators between
1987 and 1991.  In 2009, Seabridge drilled an additional 877 meters in
four core holes.  These drill holes were within or immediately down
dip of the previously estimated resource.  Geological and assay
results were consistent with existing models for geology and metal distribution
as described below.
  Fine
disseminated, fracture and veinlet controlled chalcopyrite mineralization, with
minor bornite, chalcocite and tennanite, is associated with intrusion of Early
Jurassic monzonite porphyry into Triassic sediments and volcaniclastics, and
accompanying hydrothermal alteration.  There is a strong phyllic
overprint with a high pyrite content, generally 5 to 20%.  In many
respects, the deposit bears little resemblance to a classic porphyry deposit and
although it has been referred to as a porphyry-type deposit for many years it is
adequately described as a modified porphyry deposit.
  The Kerr
deposit is a strongly deformed copper-gold porphyry, where copper and gold
grades have been upgraded due to remobilization of metals during later and/or
possibly syn-intrusive deformation.  Alteration is the result of a
relatively shallow, long lived hydrothermal system generated by intrusion of
monzonite.  Subsequent regional deformation along the Sulphurets
thrust was diverted into Kerr area along pre-existing structures and altered
rocks with low competency.
  The
mineralized area forms a mostly continuous, north-south trending and westerly
dipping, irregular body at least 1700 meters long, and up to 200 meters
thick.  Higher grades are associated with crackled quartz stockwork,
anhydrite veining, and chlorite alteration.  It is enveloped by a
schistose, pyrite rich phyllic alteration with low to moderate
grades.  Mineralization is open at depth and along
strike.
  The
surface expression of the deposit is a large, strongly leached schistose,
pyritic gossan.  Soil geochemistry shows elevated anomalous gold
values over the deposit, and a halo of anomalous copper
values.  Induced polarization detects high chargeability and low
resistivity coincident with mineralization.
  2010
Resource Estimate
  RMI
updated its earlier estimate of mineral resources for the Kerr, Sulphurets, and
Mitchell zones using inverse distance weighting methods within gold and copper
grade envelopes that were constructed for the Mitchell, Sulphurets and Kerr
zones. The grade models were validated visually and by comparisons with nearest
neighbor models. The estimated block grades were classified into measured,
indicated and inferred mineral resource categories based on mineralized
continuity that was determined both visually and statistically (i.e. variogram
ranges) together with the proximity to drill hole data. Recoverable gold
equivalent grades were calculated using a US$650 gold price with a 70% recovery
rate and a US$2.00 copper price with an 85% recovery rate.  RMI
reviewed the security, sample preparation, analytical procedures and QA/QC
protocols/results and concluded that they were adequate and that the subsequent
assays are suitable to be used to estimate mineral resources.
  - 13
-
  The
following table summarizes the updated mineral resource estimates for the
Mitchell, Sulphurets and Kerr zones at the KSM Project using a 0.50 gram per
tonne gold equivalent cut-off grade.
  KSM
Mineral Resources at 0.50 g/t Gold Equivalent Cutoff-Grade
 Zone
                  Measured
      Mineral Resources
                  Indicated
      Mineral ResourcesTonnes
      (000)
                  Au
      (g/t)
                  Cu
      (%)
                  Au
      Ozs (000)
                  Cu
      Lbs (millions)
                  Tonnes
      (000)
                  Au
      (g/t)
                  Cu
      (%)
                  Au
      Ozs (000)
                  Cu
      Lbs (millions)Kerr
                  No
      Measured Resources
                  237,500
                  0.26
                  0.48
                  1,985
                  2,513Sulphurets
                  No
      Measured Resources
                  159,000
                  0.63
                  0.28
                  3,221
                  981Mitchell
                  659,700
                  0.64
                  0.17
                  13,574
                  2,472
                  1,080,900
                  0.58
                  0.17
                  20,156
                  4,050Total
                  659,700
                  0.64
                  0.17
                  13,574
                  2,472
                  1,477,400
                  0.53
                  0.23
                  25,362
                  7,544
  Zone
                  Measured
      + Indicated Mineral Resources
                  Inferred
      Mineral ResourcesTonnes
      (000)
                  Au
      (g/t)
                  Cu
      (%)
                  Au
      Ozs (000)
                  Cu
      Lbs (millions)
                  Tonnes
      (000)
                  Au
      (g/t)
                  Cu
      (%)
                  Au
      Ozs (000)
                  Cu
      Lbs (millions)Kerr
                  237,500
                  0.26
                  0.48
                  1,985
                  2,513
                  76,100
                  0.20
                  0.30
                  489
                  503Sulphurets
                  159,000
                  0.63
                  0.28
                  3,221
                  981
                  144,000
                  0.50
                  0.16
                  2,317
                  511Mitchell
                  1,740,600
                  0.60
                  0.17
                  33,730
                  6,522
                  537,000
                  0.44
                  0.14
                  7,597
                  1,657Total
                  2,137,100
                  0.57
                  0.21
                  38,936
                  10,015
                  757,100
                  0.43
                  0.16
                  10,403
                  2,671
  Note:
                The
      resource estimate has been prepared in accordance with NI
      43-101.  See “Cautionary Note to United States Investors
      Regarding Resource Estimates” in the Preliminary
  Notes.
  Mineral
resources which are not mineral reserves do not have demonstrated economic
viability.
  Preliminary
Assessment
  In
December 2008, a Preliminary Economic Assessment for the KSM Project was
completed that was based on mineral resource estimates prepared before such
assessment.  After the 2008 exploration program an updated mineral
resource estimate was completed in March 2009 and the Issuer engaged its group
of consultants, all of whom are independent of Seabridge, to prepare an updated
Preliminary Economic Assessment for the KSM Project using the 2009 resource
estimate.  The updated KSM Preliminary Economic Assessment is dated
September 8, 2009 and is entitled “Kerr-Sulphurets-Mitchell (KSM) Preliminary
Economic Assessment Addendum 2009” (the “2009 KSM Preliminary Assessment
Report”).  The overall study was coordinated by Wardrop
Engineering Inc. (“Wardrop”), a Tetra Tech
Company.  The consultants and their responsibilities are as
follows:
  ·
                Wardrop
      under the direction of Frank Grills and John Huang (overall report
      preparation, metallurgical testwork review, mineral processing, process
      operating costs, ore slurry tunnel, process capital costs and related
      infrastructure costs and financial
analysis);
  ·
                Moose
      Mountain Technical Services under the direction of Jim Gray (mine
      planning, mine capital and mine operating
  costs);
  ·
                W.N.
      Brazier Associates Inc. under the direction of W.N. Brazier (power supply
      and related costs);
  ·
                Rescan
      Environmental Services Ltd. under the direction of Greg McKillop
      (environment and permitting);
  ·
                Bosche
      Ventures Ltd. under the direction of Harold Bosche (conveyors, pipeline,
      pumping, infrastructure, tailings delivery and
  reclaim);
  ·
                Klohn
      Crippen Berger Ltd. under the direction of Graham Parkinson (diversion and
      seepage collection ponds, tailings dam, tailings access roads, pipeline,
      haulage and diversion tunnels, hydro plant and
  dumps);
  ·
                RMI
      under the direction of Michael Lechner (mineral
  resources);
  - 14
-
  ·
                McElhanney
      Consulting Services Ltd. under the direction of Robert Parolin (main and
      temporary access roads); and
  ·
                BGC
      Engineering Inc. under the direction of Warren Newcomen (rock mechanics
      and mining pit slopes)
  The
following material relating to the KSM Project summarizes information from the
2009 KSM Preliminary Assessment Report.
  The 2009
KSM Preliminary Assessment Report envisages a large tonnage open-pit mining
operation at 120,000 metric tonnes per day of mill feed to a flotation mill
which would produce a combined gold/copper/silver concentrate for transport by
truck or pipeline to the nearby deep-sea port at Stewart, British Columbia. A
separate molybdenum concentrate and gold-silver doré would also be produced at
the processing facility.
  Two mine
plans are considered in the 2009 KSM Preliminary Assessment Report: (i) a 30
year mine life designed to maximize a 5% net present value discounted mining
schedule; and (ii) an extended 45+ year mine life based on larger pits designed
to maximize total undiscounted net cash flow for the project. Both the 30 year
and the extended mine life scenarios would follow a similar development path and
capital payback would occur in the same time frame for both scenarios. Although
the extended mine life scenario provides useful information, the 2009 KSM
Preliminary Assessment Report concentrated on the 30 year scenario, which will
be the scenario used in Seabridge’s ongoing permitting program.
  Mineral Resources and Mine
Planning
  The
resource estimate of RMI used in the 2009 KSM Preliminary Assessment Report was
reported in a report entitled “Updated KSM Mineral Resources” dated March 30,
2009 (the “2009 KSM Estimate
Report”).  When generating its estimate in the 2009 KSM
Estimate Report, RMI constructed three-dimensional block models for the Kerr,
Sulphurets and Mitchell zones. Independent gold and copper grade wireframes were
constructed from cross-sectional polygons which were then reconciled in bench
plan. These wireframes were used by RMI in a multi-pass inverse distance grade
interpolation plan. The estimated block grades were validated using visual and
statistical methods. Based on those results, RMI concluded, in its opinion, that
the grade models are globally unbiased and suitable for subsequent pit
optimization studies. The estimated block grades were classified into indicated
and inferred resource categories using distance to data in conjunction with the
number of drill holes that were used to estimate block grades.
  The
following table summarizes the estimated measured, indicated and inferred
resources for each zone from the 2009 KSM Estimate Report.  The
mineral resources tabulated in the following were not constrained by conceptual
pits although RMI did generate a series of conceptual pits for each zone to test
the robustness of the deposits.
  Measured
      Mineral Resources
                Indicated
      Mineral ResourcesZone
                Tonnes
                  (000)
                Au
                  (g/t)
                Cu
                  (%)
                Au
                  oz
                  (000)
                Cu
      lbs
                  (million)
                Tonnes
                  (000)
                Au
                  (g/t)
                Cu
                  (%)
                Au
                  oz
                  (000)
                Cu
      lbs
                  (million)Kerr
                No
      Measured Resources
                225,300
                0.23
                0.41
                1,666
                2,036Sulphurets
                No
      Measured Resources
                87,300
                0.72
                0.27
                2,021
                520Mitchell
                579,300
                0.66
                0.18
                12,292
                2,298
                930,600
                0.62
                0.18
                18,550
                3,692Total
                579,300
                0.66
                0.18
                12,292
                2,298
                1,243,200
                0.56
                0.23
                22,237
                6,248
 
 Measured
      + Indicated Mineral Resources
                Inferred
      Mineral ResourcesZone
                Tonnes
                  (000)
                Au
                  (g/t)
                Cu
                  (%)
                Au
                  oz
                  (000)
                Cu
      lbs
                  (million)
                Tonnes
                  (000)
                Au
                  (g/t)
                Cu
                  (%)
                Au
                  oz
                  (000)
                Cu
      lbs
                  (million)Kerr
                225,300
                0.23
                0.41
                1,666
                2,036
                69,900
                0.18
                0.39
                405
                601Sulphurets
                87,300
                0.72
                0.27
                2,021
                520
                160,900
                0.63
                0.17
                3,259
                603Mitchell
                1,509,900
                0.64
                0.18
                30,842
                5,990
                514,900
                0.51
                0.14
                8,442
                1,589Total
                1,822,500
                0.59
                .021
                34,529
                8,546
                745,700
                0.50
                0.17
                12,106
                2,793
  - 15
-
  Note:
                This
      table does not include the results of the 2009 exploration program at the
      KSM Project.  The resource estimate has been prepared in
      accordance with NI 43-101.  See “Cautionary Note to United
      States Investors Regarding Resource Estimates” in the Preliminary
      Notes.
 
 A series
of Lerchs Grossman (“LG”) pit shell optimizations
were carried out by Moose Mountain Technical Services (“MMTS”) using the resource
models provided by RMI.
  Mine
planning pit optimizations used current projected mining, processing, and
general and administrative (“G&A”) costs and metal
recoveries from each of the Mitchell, Sulphurets and Kerr pit areas. The 2009
resource estimate classifies the mineralization as indicated and inferred and
both categories were used in the pit optimization. The LG delineated resources
are in-situ and use a net smelter return (“NSR”) cut-off of $6.85 but do
not include any mining dilution or mining loss.
  MMTS
notes that the mine plan incorporates some inferred mineral resources. Inferred
resources are considered too geologically speculative to have the economic
considerations applied to them that would enable them to be categorized as
mineral reserves.  Therefore MMTS advises that there can be no
certainty that the estimates contained in the 2009 KSM Preliminary Assessment
Report will be realized.
  Mining
Operations
  The mine
production schedule, based on the detailed pit phases engineered from the
results of an LG sensitivity analysis, varies production annually from the three
areas to maximize the net present value (“NPV”) returns for the project.
This work utilized MineSight® schedule optimization. Large-scale shovels, trucks
and mobile equipment were utilized in the mine planning schedules, which are
then used for the operating cost estimating.
  The
proposed mining operations are typical of open-pit operations in mountainous
terrain in western Canada and would employ proven bulk mining methods and
equipment. There is significant operating and technical expertise, services and
support in western Canada, British Columbia and in the local area for the
proposed operations. A large capacity operation is being designed and large
scale equipment is specified for the major operating areas in the mine to
generate high productivities per worker, which is estimated to reduce unit
mining costs and allow the lowest mining cost to be achieved. Large scale
equipment is also expected to reduce the labour requirement on site and dilute
the fixed overhead costs for the mine operations. The model indicates that much
of the general overhead for the mine operations would be minimized if the number
of production fleets and the labour requirements are minimized.
  Metallurgical
Testing
  Several
metallurgical test programs were carried out to assess the metallurgical
response of mineralization at the KSM Project. The most recent test programs
were performed in 2007 and 2008. Laboratory testing programs have led to the
development of a proposed conventional grinding and flotation circuit for
Mitchell and Sulphurets mineralization producing copper/gold flotation
concentrate and additional gold/silver extraction via a leach circuit treating
by-product, gold-bearing sulphide concentrates.
  Preliminary
estimates for copper, gold, silver and molybdenum metallurgical performances
were developed using the results of a 2008 test program conducted by G&T
Metallurgical Services Ltd.  In the projection, the metal recoveries
are based on the combined process of flotation and cyanidation. This flotation
process is estimated to produce an average 25% copper concentrate grade and a
by-product molybdenite flotation concentrate. The cyanidation leach process on
gold-bearing pyrite products would produce a gold-silver doré.
  Mineral
Processing
  The
proposed flotation process is projected to produce a copper/gold concentrate
with 25% copper grade containing 60% of the mill feed gold values. Copper
flotation recoveries are estimated to average 86% with some variability due to
copper head changes. A cyanidation circuit treating gold-bearing pyrite
flotation products is proposed to increase the projected overall gold recovery
from the Mitchell zone to around 76%. Silver recovery from the flotation and
leaching circuit is expected to be 73% on average. A separate flotation circuit
has been included in the plan to recover molybdenite from copper-gold-molybdenum
concentrate during periods of processing higher-grade molybdenite mineralization
in the mill feed.
  - 16
-
  The mill
for the KSM Project is designed to process mill feed at an average rate of
120,000 t/d.  The proposed process plant consists of three separate
facilities: an ore crushing/grinding and handling facility at the mine site, a
ground ore slurry transportation tunnel facility and a main process facility at
the plant site, including secondary grinding, flotation, regrinding, leaching
and dewatering.
  The
primary comminution plant at the Mitchell valley mine site is designed to reduce
the mill feeds from 100% passing 1,200 mm to 80% passing 180μm by three stages of
crushing and one stage of grinding. Theproposed crushing includes
primary crushing by gyratory crushers, secondary crushing by cone crushers and
tertiary crushing by high pressure grinding rolls. The primary grinding circuit,
consisting of four conventional ball mills, is designed to grind the crushed
materials to a particle size of 80% passing 180 microns.
  The
ground mill feed is proposed to be transported through two parallel 23 kilometer
tunnels by three stages of pumping to the main plant site, which is to be
located on the Seabee Property northeast of the Mitchell pit. The tunnels would
also be used for electrical power transmission and providing maintenance
services between the main plant site and the Mitchell valley mine
areas.  The proposed tunnel route is through Crown land and
approximately 15 kilometers of its length passes through ground subject to
mineral claims held by third parties.
  The
proposed main process plant would consist of secondary grinding, flotation,
concentrate dewatering, cyanide leaching, gold recovery and related process
facilities. The slurry materials from the primary comminution circuit wouldbe further ground down to
80% passing 125 μm in grinding circuits consisting of ten energy efficient tower
mills in closed circuit with hydrocyclones. The ground materialwould
then have copper/gold/molybdenum minerals concentrated by conventional flotation
and also produce a gold-bearing pyrite concentrate for gold leaching. Depending
on molybdenum content in the copper/gold concentrate, the concentrate would be
further processed to produce a copper/gold concentrate and a separate molybdenum
concentrate. The gold-bearing pyrite flotation concentrate together with the
copper cleaner flotation tailing from the copper/gold cleaner circuit would be
leached with cyanide for additional gold and silver recovery. Prior to storing
in the tailing facility, the residues from the cyanide leaching circuit would be
washed and subjected to cyanide recovery and destruction.
  Tailing and Waste
Management
  The
flotation tailing and the cyanide leach residues would be pumped to the proposed
tailing management facility (“TMF”) located near the process
plant. The total storage capacity of the TMF at elevation 1030 m is 1.1 billion
cubic meters, which is sufficient to store all tailing from the project at dam
heights of approximately 200 m. Additional storage capacity would be possible by
raising the dams or by using another storage area in the Teigen Creek drainage
area. Cyclone sands would be generated from the low-sulphur flotation tailing
and used for dam construction to impound the bulk of the tailing products. The
high sulphide gold leach tailing product would also be impounded in the tailing
pond and eventually covered by water or low-sulphide flotation tailing product.
Water is proposed to be managed in the impoundment during operations, by
maximizing the return of decanted tailing solutions and minimizing the input of
fresh water to the process circuits.
  In the
Mitchell valley the waste rock from the operation is proposed to be segregated
according to its potential to generate acid and soluble metals. A comprehensive
testing program using blast-hole cuttings would be established to characterize
all rock removed from the pits. This program would be integrated with the ore
control program to ensure that mined material is correctly directed to the
process plant, the Non-potentially Acid Generating (“NAG”) storage area or the
Potentially Acid Generating (“PAG”) waste storage
area.
  The
operation includes a PAG waste rock dump to be located adjacent to the Mitchell
pit and designed to isolate the PAG waste rock from ground water and surface
runoff. The plan is that leachate resulting from internal moisture and
precipitation would flow to the treatment plant where pit seepage and dump
waters would be treated prior to release. A conventional high density sludge
treatment plant is proposed to be employed for the treatment. This plant would
also treat haulage tunnel water.
  - 17
-
  A
separate NAG waste rock dump may also be required. An additional PAG dump may be
constructed on the south side of the Sulphurets ridge.
  Other
overburden is to be disposed in the NAG waste rock dumps. Overburden would be
tested for acid generation prior to use.
  Some
overburden and glacial till are to be stored for later use as a cover for the
waste rock dumps to create a moisture barrier and a growth medium for eventual
revegetation. In addition, the NAG waste rock is proposed to be used as an
erosion resistant cover and for basal drains for the PAG waste rock dump and to
line runoff channels for non-contact surface water. Much of the current surface
area of the zones is barren of vegetation due to the relatively recent glacial
ice recession.
  Environmental
Considerations
  The KSM
Project requires certification under both the British Columbia Environmental
Assessment Act and the Canadian Environmental Assessment Act processes. In
addition, numerous federal and provincial licences, permits and approvals will
be required to use, construct and operate the project. The BC Environmental
Assessment process was initiated in March of 2008 with the submission of a
“Project Description” to the BC Environmental Assessment
Office.  Federal regulatory authorities were also informed of the
proposed project at that time.
  On-site
baseline environmental work was initiated by Rescan Environmental Services Ltd.
(“Rescan”) in the spring
of 2008 and continued in 2009, with the second year of a planned two year
baseline program. Rescan led this work, the preparation of the Environmental
Assessment and the submissions required to acquire operating permits. Seabridge
is involved with consultation meetings with local communities, regulatory
agencies, regional and municipal governments, Treaty Nations and the First
Nations to advance the proposed project through the review
processes.
  Infrastructure
  The plant
and mine facility layouts are located to take advantage of the natural
topography and, to the extent possible, minimize the impact on the environment.
Parallel twin tunnels connected by crosscuts containing the slurry and return
water pipelines and services would need to be constructed to deliver the mill
feed for processing and tailing storage. The proposed route of the tunnels
extends from the north side of the Mitchell zone approximately 23 kilometers to
the northeast into the upper reaches of the Teigen Creek valley. There would be
a saddle point approximately 16 kilometers from the Mitchell portal where the
tunnel daylights.
  Highway
37, a major road access to northern British Columbia passes within 14 kilometers
of the KSM Project’s proposed tailing site. A preliminary road study by
McElhanney Consulting Services, Ltd. proposes a 14 kilometer routing to the
plant site and 1 kilometer spur road to the Teigen Creek side of the tailing
facility. A temporary construction road approximately 15 kilometers long is
planned from the plant site to the tunnel saddle point to facilitate tunnel
construction and PAG rock removal from the tunnel saddle portals. Road access to
Mitchell Creek is to be provided by a 34 kilometer continuation of the Eskay
Creek Mine access road.
  Copper
concentrates (averaging approximately 1,000 t/d) produced at the process site
would be filtered near the plant site and transported 200 kilometers by contract
trucking firms on Highway 37 and 37A to a storage site near Stewart, British
Columbia. Concentrates would be loaded and shipped via ocean transport to
overseas smelters.
  - 18
-
  Power Supply and
Distribution
  The
northern most extension of the current BC Hydro grid in the KSM Project area is
a 220 kilometers long, 138 kV transmission line to Meziadin Junction from the
Skeena substation near Terrace, British Columbia. The community of Stewart,
British Columbia is provided service by a continuation of the transmission line
from Meziadin. The existing 138 kV transmission line does not have adequate
capacity to supply an extension to the KSM property. There is a currently
proposed new 287 kV “Northwest Transmission Line” (“NTL”) from Skeena substation
following in proximity to Highway 37 past the KSM property as far north as Bob
Quinn Lake. However, due to the uncertainty of this project and the estimated
costs, it is proposed to take regular service from BC Hydro at Meziadin Junction
under their bulk rate schedule 1823.  This will require significant
system reinforcement on the part of BC Hydro, including the construction of a
new 287 kV transmission line from Skeena to Meziadin (similar to the current NTL
plans). As the KSM load is large, in the range of 150 MW, BC Hydro’s revenues
will be sufficient such that they would under current policy fund this
construction, only requiring a bond over a seven year period from the Issuer.
Consequently, the KSM Project would take service at Meziadin and would then be
responsible for construction of a 287 kV transmission line from Meziadin to
Snowbank Creek, just north of Bell II (102 kilometers in length) and then a
further 14 kilometer interconnection to the KSM No. 1 substation, located
adjacent to the flotation plant.
  Overhead
power lines and underground cables would be run from feeder breakers in the 287
kV No. 1 flotation step-down substation to distribute power around the plant
site.
  Service
to the Mitchell mine and mill site would be provided by a 287 kV cable (23
kilometers in length) through the slurry pipeline tunnel connecting the plant
site to the mine. This supply would terminate at the 287 to 25 kV step-down
Substation No. 2 in the proposed Mitchell plant area. 25 kV cables are proposed
to feed the mill building and 25 kV overhead power lines would extend from the
substation to the primary crusher area and around the rim of the open pit mines
to service pit equipment.
  The 2009
KSM Preliminary Economic Assessment Report capital and operating cost estimates
were developed with these electrical service concepts.
  The
recommended power supply option involves construction of 103 kilometers of 287
kV transmission line from Meziadin Junction, generally parallel to Highway 37,
to Snowbank Creek, a point just north of Bell II. The plan is based on use of
the same right-of-way and the associated environmental assessment review
process, currently underway, for the NTL project and assumes cooperation by
British Columbia Transmission Corporation and the British Columbia government.
The required environmental studies for the NTL are currently
proceeding.
  The 287
kV branch line to the mine (also by the Issuer) includes 14 kilometers of 287 kV
transmission line generally following the mine access road.
  Capital Cost
Estimate
  An
initial capital of US$3.083 billion is estimated for the
project.  Costs in the 2009 KSM Preliminary Assessment Report have
been converted using a fixed currency exchange rate of CDN$1.00 to US$0.90. The
expected accuracy range of the capital cost estimate is +25%,
-10%.  Initial capital has been designated as all capital expenditures
required to produce concentrate and doré. A summary of the major capital costs
is shown in the following table.
  Description
                US$000Direct
      WorksOverall
      Site
                84,000Mining
                320,000Minesite
      Crushing and Grinding
                381,000Tunnel
      Pumping
                122,000Plantsite
      Grinding and Flotation
                248,000Tailing
      Dam
                118,000Ore
      Haulage Tunnel
                138,000Mitchell
      Diversion Tunnel
                36,000Mitchell
      Diversion Hydro Plant
                3,000Water
      Treatment
                91,000
  - 19
-
  Description
                  US$000Site
      Services and Utilities
                  11,000Ancillary
      Buildings
                  65,000Plant
      Mobile Fleet
                  6,000Temporary
      Services
                  121,000Roads,
      Power & Infrastructure
                  258,000Subtotal
                  2,002,000IndirectsProject
      Indirects
                  645,000Owner’s
      Costs
                  45,000Contingencies
                  391,000Subtotal
                  1,081,000Total
      Capital Cost
                  3,083,000
  Operating Cost
Estimate
  The
operating cost for the KSM Project was estimated at US$10.57/t milled. The
estimate was based on an average annual process rate of 120,000 t/d
milled.
  The
updated costs in this section are stated in Q2 2009 U.S. dollars, however, the
remaining costs are in Q3 2008 U.S. dollars. The expected accuracy range of the
operating cost estimate is +25%, -10%.
  Power is
to be supplied by grid lines at an average cost of US$0.039/kWh. Process power
consumption estimates are based on the Bond work index equation for specific
grinding energy consumption and estimated equipment load power draws for the
rest of the process equipment. The power cost for the mining section is included
in the mining operating cost. Power costs for surface service is included in
site services.
  Average
      Operating Cost SummaryUS$/a
                  (000’s)
                US$/t
                  MilledMineMining
      Costs – Mill Feed
                173,744*
                4.02*MillStaff
      & Supplies
                176,544
                4.03Power
      (Process only)
                40,567
                0.93G&A
      and Site ServiceG&A
                32,213
                0.75Site
      Service
                5,913
                0.14Tailing
      and Water TreatmentTailing
                6,610
                0.15Water
      Treatment
                23,905
                0.55Total
                459,526
                10.57
  *including
      pre-production operating costs of US$168.2
  million.
  The
operating costs are defined as the direct operating costs including mining,
processing, tailing storage, water treatment and G&A. Sustaining capital
includes all capital expenditures after the process plant has been put into
production.
  - 20
-
  Economic
Evaluation
  Metal
revenues projected in the KSM Project cash flow models were based on the average
metal production values as follows:
  Years
      1 to 8
                Life
      of MineTotal
      Tonnes to Mill (000s)
                345,601
                1,293,001Annual
      Tonnes to Mill (000s)
                43,200
                43,200Average
      GradesGold
      (g/t)
                0.711
                0.609Copper
      (%)
                0.176
                0.215Silver
      (g/t)
                2.74
                2.21Molybdenum
      (ppm)
                52.8
                51.9Total
      ProductionGold
      (000s oz)
                6,130
                19,278Copper
      (000s lb)
                1,091,872
                5,259,442Silver
      (000s oz)
                22,249
                67,054Molybdenum
      (000s lb)
                14,859
                60,043Average
      Annual ProductionGold
      (000s oz)
                766
                644Copper
      (000s lb)
                136,484
                175,721Silver
      (000s oz)
                2,781
                2,240Molybdenum
      (000s lb)
                1,857
                2,006
  A full
production schedule, which maximizes mine and mill production, was carried
forward to a cash flow analysis using three metals price
scenarios.  In the base case scenario, the three year average prices
for gold, copper, silver and molybdenum were used, consistent with industry
standard. In the alternate scenario, more conservative metal prices were
used.  In the third scenario spot metals prices on July 27th, 2009
(just before the announcement of the results of the 2009 KSM Preliminary
Assessment Report) were used.  The cash flow analysis for the base
case scenario shows that the project would have a 30 year mine life and a
positive cash flow of US$11,570 billion at a 0% discount rate.  The
analysis shows that the project would have a positive NPV of US$3.424 billion at
a 5% discount rate.  The project NPV decreases to US$1.356 billion at
a 5% discount rate in the alternate case but increases to US$3.703 billion at a
5% discount rate when using the metal spot prices.  With the base case
three-year metal price average, the cash cost per ounce of gold (net of
by-product credits) is negative US$51.00. The corresponding total cost per ounce
of gold produced is US$178.00.
  The
financial analysis shows that the internal rate of return (“IRR”) will be 12.6% for the
base case and will decrease to 8.5% for the alternate case and increase to 13.6%
for the spot price case. The payback period is 6.6 years for the three-year base
case, 8.8 years for the alternate case and 5.8 years for the spot price
case.
  The
following table summarizes the key inputs to the financial model for the base
case, the alternate case and the spot prices and the KSM Project’s estimated
financial results for each of these scenarios.
  Base
      Case
                  3-year
      Average
                Alternate
      Case
                Spot
      Price
                  July
      27, 2009Gold
                US$/oz
                778
                800
                950Copper
                US$/lb
                3.00
                2.00
                2.50Silver
                US$/oz
                13.68
                12.50
                14.00Molybdenum
                US$/lb
                26.05
                15.00
                15.00Exchange
      Rate
                US:Cdn
                0.90
                0.90
                0.90NPV
      (at 0%)
                US$B
                11.570
                6.326
                11.707NPV
      (at 5%)
                US$B
                3.424
                1.356
                3.703IRR
                %
                12.6
                8.5
                13.6Cash
      Cost / oz Au
                US$/oz
                -51
                243
                114Payback
      Period
                Years
                6.6
                8.8
                5.8Total
      Cost/oz
                US$/oz
                178
                472
                343
  Seabridge
cautions that the 2009 KSM Preliminary Assessment Report incorporates inferred
mineral resources which are considered too geologically speculative to be
categorized as mineral reserves. Therefore, Seabridge advises that there can be
no certainty that the estimates contained in the 2009 KSM Preliminary Assessment
Report will be realized.
  - 21
-
  Sensitivities
were run and it was determined that pit size is most sensitive to gold grade and
gold prices and least sensitive to initial capital costs.  Details of
the results of the sensitivity analysis appear in the 2009 KSM Preliminary
Assessment Report.
  Opportunities and
Recommendations
  The
following sections from the 2009 KSM Preliminary Assessment Report outline areas
to investigate for project improvements.
  A.
                Geology/Resource
      Recommendations
  •
                re-survey
      drill hole collar locations for holes that show an apparent difference in
      elevation relative to the new topographic base
  map;
  •
                complete
      drilling programs to upgrade the currently identified inferred resources
      to indicated resources;
  •
                construct
      an updated geological model for the Kerr deposit;
  and
  •
                construct
      a waste rock classification model for each pit area in order to classify
      waste material.
  B.
                Mining
      Recommendations
  •
                evaluate
      extended mine life with higher strip ratio material which has long term
      potential at higher prices, reduced costs, and lower exchange
      rates;
  •
                additional
      drilling/resource modeling for improved resource and geotechnical
      confidence, reducing waste stripping in the early mine
      schedules;
  •
                detailed
      hydro-geology evaluation of the area to improve the accuracy of pit
      dewatering design and to assess the diversion and water management for the
      mining area;
  •
                ongoing
      evaluation of an overall waste rock management plan to reduce haul
      distances from Kerr and South Mitchell
pits;
  •
                alternative
      mining methods and technologies studies to improve efficiencies and reduce
      fuel consumption;
  •
                further
      climate studies and operability studies to mitigate disruptions and
      improve safety during extreme mountain weather
  conditions;
  •
                risk
      assessment and mitigating study for implementing tasks;
  and
  •
                a
      detailed geotechnical study of the potential pit slope angles to refine
      the project economics.
  C.
                Process
      Recommendations
  •
                further
      evaluation of the use of high pressure grinding rolls to reduce operating
      costs for energy and grinding media;
and
  •
                further
      metallurgical test work and mineralization evaluations for each of the pit
      areas.
  D.
                Other
      Recommendations
  •
                a
      geohazard assessment including snow and avalanche loss control programs as
      the project infrastructure locations become more
  defined;
  •
                optimization
      of waste dump locations together with appropriate water management during
      placement and after mine reclamation has been
  completed;
  - 22
-
  •
                crushing
      and conveying of mill feed and waste from Kerr, rather than using mine
      haul trucks to transport the mill feed and waste long distances over
      adverse topography; storage of high-PAG Kerr waste adjacent to Mitchell
      pit for subsequent flooded disposal within the pit upon Mitchell pit
      closure;
  •
                options
      involving pumping of concentrate to Stewart, British Columbia, rather than
      concentrate trucking, indicate marginal economical benefit; however,
      further evaluation work may be warranted in the project’s pre-feasibility
      stage; and
  •
                evaluation
      of other alternative sites for PAG dumps that allow geological confinement
      and collection of leachate from the surface of low permeability rock
      areas.
  In
response to certain of the foregoing recommendations, drilling was undertaken in
2009 with a view to upgrading the 277 million tonnes of inferred resource
contained in the 30 year mine plan to the measured and indicated categories, the
results of which have been incorporated into the updated 2010 KSM Estimate
Report discussed above.
  Courageous
Lake Project
  Summary
  The
Courageous Lake project is a gold project covering approximately 67,000 acres
located in the Northwest Territories, Canada.  Seabridge has a 100%
interest in the project, subject to a 2% NSR on certain portions of the
property.  Geology of the Courageous Lake project is characterized by
a series of north to northwest trending Archean metavolcanic and metasedimentary
rocks that form a portion of the Slave Structural Province.  These
rocks are within the Yellowknife Supergroup and are locally referred to as the
Courageous Lake Greenstone Belt ("CLGB").
  Gold was
first discovered in the Courageous Lake area in the early
1940’s.  Beginning in 1980, Noranda Exploration Ltd. initiated
exploration in the Courageous Lake Volcanic Belt.  Exploration
activities included geological reconnaissance, airborne, EM and magnetic
surveys, ground follow-up and claim staking.  From 1982 to 1987,
Noranda conducted extensive core drilling on the property from the surface and
also constructed a winter road to the property.  In late 1987, Noranda
made the decision to sink a vertical shaft to provide access for conducting an
underground definition drilling program and to be able to test gold grade
continuity and tenor by drifting and raising on ore grade shoots.
  Little
additional work was performed on the property until Placer Dome optioned the
property in 1998.  Placer performed regional lithogeochemical
sampling/prospecting and detailed mapping and channel sampling on the Courageous
Lake property.  Placer also conducted a core drilling/sampling program
in order to verify Noranda’s previous work and to provide infill sample
data.
  Over the
period of exploration at Courageous Lake, several resource estimates have been
prepared.  Prior to the Issuer’s acquisition of the project, detailed
resource estimates were prepared by Noranda in 1990 at the conclusion of its
underground exploration program and by Placer Dome in 1999 at the conclusion of
its exploration program.
  In 2002,
the Issuer engaged RMI of Tucson, Arizona to review the resource model prepared
in 1999 by Placer Dome and to independently estimate gold resources based on a
geostatistical review of the available data. During 2004, the Issuer conducted
additional exploration activities at Courageous Lake, including approximately
7,500 meters of new core drilling.  Following these activities, the
Issuer commissioned RMI to update the model and estimate new gold
resources.  During 2005 and 2006 the Issuer conducted additional
exploration activities at Courageous Lake including approximately 15,700 meters
of core drilling. In January 2007, RMI completed a new resource estimate for the
project, and in its updated report dated February 22, 2007, RMI calculated a
measured resource at a 0.83 gram per tonne cut-off grade of 6.29 million tonnes
grading 2.92 grams of gold per tonne (591,000 ounces of gold) and an indicated
resource of 53.0 million tonnes grading 2.14 (3,648,000 ounces) for a total
measured and indicated gold resource of 4,239,000 ounces.  In the
inferred category, RMI estimates the project contains an additional 93.7 million
tonnes of material grading 1.98 grams of gold per tonne (5,966,000
ounces).
  - 23
-
  In late
2002, Seabridge engaged a group of independent consultants to undertake a
scoping study for Courageous Lake. During 2003, preliminary reports were
completed on key mining and metallurgical issues relating to the project. In
September 2005, a Preliminary Assessment was completed. In 2007, the Issuer
commissioned a group of independent consultants to update the Preliminary
Assessment by incorporating the 2007 resource estimate for the project and
updating all capital and operating cost estimates. An updated Preliminary
Assessment was completed in March 2008.
  The
Issuer estimates its annual holding costs of the Courageous Lake Project to be
approximately $225,000.
  Acquisition
Agreement
  In May
2002, the Issuer entered into a purchase agreement with Newmont Canada Limited
and Total Resources Canada Limited on the Courageous Lake project comprised of
17 mining leases covering 18,178 acres.  The purchase by Seabridge
closed on July 31, 2002. Under the purchase agreement, Seabridge paid
Newmont/Total US$2.5 million in cash and granted them a 2.0% NSR and agreed that
it would be liable to make two (2) further payments of US$1.5 million, each
subject to the price of gold passing certain thresholds, for a 100% interest in
the property.  A further US$1.5 million was paid to Newmont/Total in
March 2003 as a result of the spot price of gold closing above US$360 per ounce
for 10 consecutive days.  The final US$1.5 million was paid to
Newmont/Total in February 2004 as a result of the spot price of gold closing
above US$400 per ounce for 10 consecutive days.  Upon acquiring the
Courageous Lake project, Seabridge assigned its right thereto to its wholly
owned subsidiary, 5073 N.W.T. Ltd.  The obligations of 5073 N.W.T.
Ltd. under the agreement, including the payment of the royalty, is secured by a
debenture under which the vendors have been granted a security interest in the
Courageous Lake property.  Subsequent to this acquisition, Seabridge
staked contiguous open ground totalling an additional 49,133 acres in 42 mining
claims of which a portion is subject to the terms of the purchase agreement,
including the 2% royalty.  In 2004, an additional property was
optioned in the area ("Red
25").  Under the terms of the agreement, the Issuer paid
$50,000 on closing and is required to make option payments of $50,000 on each of
the first two anniversary dates and subsequently $100,000 per
year.  In addition, the Red 25 property may be purchased at any time
for $1,250,000 with any option payments being credited against the purchase
price.
  Technical
Report
  Following
the Issuer’s 2006 exploration program at Courageous Lake, RMI examined and
performed an evaluation of the exploration to date and prepared an updated
report on the Issuer’s Courageous Lake Project.  The report of RMI,
prepared by independent consultant Michael J. Lechner (P. Geo British Columbia
#155344, Arizona RPG #37753 and AIPG CPG #10690), is entitled "Updated Mineral
Resource Estimate, The Courageous Lake Project, Northwest Territories, Canada"
(the "2007 Courageous Lake
Estimate Report") and dated February 22, 2007. The following material (up
to the heading “Preliminary Assessment”) on the Courageous Lake Project
summarizes information from the 2007 Courageous Lake Estimate
Report.
  Location
and Climate
  The
project is located approximately 240 kilometers northeast of Yellowknife in the
Northwest Territories (see Figure 3).  The property lies in a historic
mining district and includes 2 past producing gold mines.  Year round
access is available by air, either by fixed wing aircraft to the airstrip at the
former Salmita mine 6 kilometers to the south or via float-equipped aircraft to
several adjacent lakes.  During mid-winter, access is available via a
winter road which branches from the main winter road to the Lupin
Mine.  There are about 10 kilometers of gravel roads located on the
property which served as access routes to and from the former shaft used to
conduct exploration.
  The
property is relatively flat, with the maximum change in elevation only about 30
meters.  Vegetation is tundra with low scrub brush in
places.  The altitude of the project is about 450 meters, and the
average temperatures range from about -21 to 70 degrees F.  Average
precipitation is about 11 inches per year.
  - 24
-
  Land
Status
  The
property is comprised of 17 federal mining leases, 42 federal mining claims and
1 optioned federal mining claim (Red 25) having a combined area of 27,263
hectares (see Figure 4).  The property is currently
registered/recorded to a wholly owned subsidiary of Seabridge Gold Inc., 5073
NWT Ltd.  Minimum yearly maintenance costs for the Courageous Lake
property total $216,689 and are divided as to lease rental payments of $18,880,
minimum representation work due on claims of $97,809 plus $100,000 in option
payments on the Red 25 Claim.
  Exploration
History
  Gold was
first discovered in the Courageous Lake area in the early 1940’s by Dr. W.
Brown, who was working for Territorial Exploration Limited.  The
Tundra deposit was discovered in 1944 and the Salmita deposit in
1947.  The Geological Society of Canada carried out regional
geological mapping in the area from 1944 to 1980.  The Tundra Gold
Mine went into production in 1964 and operated about four
years.  During the 1990’s, Royal Oak Mines briefly reopened the Tundra
Mine.  Total reported production from the Tundra
Mine was 122,000 ounces of gold.  During 1984 to 1989, the nearby
Salmita Mine produced 209,000 tonnes averaging 27.2 grams per metric tonne
(183,000 ounces).
  - 25
-
  Figure
3 - Courageous Lake Project Location Map
  
  - 26
-
  Figure
4 - Courageous Lake Project Claim Map
  
  - 27
-
  In 1980,
Noranda Exploration Limited carried out a drilling program to evaluate a frost
heaved felsic volcanic unit that was discovered by prospectors working for
Noranda.  This activity resulted in the discovery of two gold
deposits, the Tundra Deposit (Main Zone) or Fat Deposit, and the Carbonate
Zone.  In 1982, Noranda entered into a joint venture agreement
enabling Getty Canadian Metals Ltd. to earn a 49% interest in the Courageous
Lake property by funding exploration and development with Noranda as the
operator.  In 1987, Total Energold purchased Getty Canadian Metals
Ltd. and thereby acquired its 49% interest in the Tundra Joint
Venture.
  In 1988,
Noranda sank a 475-meter shaft on the Main Tundra Deposit with the objective of
testing the continuity and grade of gold mineralization within the previously
identified deposit.  The results of this program did not meet
Noranda’s expectations, and no further work was done on the underground
development.  Noranda estimated a global gold resource of about 3.6
million ounces and an underground resource of about 737,000 ounces.In 1992, Noranda
consolidated its Hemlo Gold unit with Battle Mountain Gold and began operating
the Tundra Joint Venture as Battle Mountain Gold.
  In 1996,
Battle Mountain Gold merged with Newmont Gold Corporation thereby transferring
51% ownership of the Tundra Joint Venture to Newmont.  In 1997, Placer
Dome Exploration (PDX) optioned this 51% interest from Newmont with the concept
of developing a bulk mineable surface deposit.  PDX completed 13,345
meters of drilling and other basic exploration work.  Based on their
work along with the previous data collected by Noranda, PDX estimated a global
resource for the Courageous Lake property of 5.9 million ounces of
gold.
  Exploration
by the Issuer
  During
2003, the Issuer designed and executed a work program on the Courageous Lake
property with the goal of evaluating and prioritizing potential gold
targets.  Four targets were developed: South FAT Extension; Olsen Lake
Target; Walsh Lake Target; and Salmita Mine Target.  These targets
were selected as those that represented the highest probability to develop new
resources for the project.
  In 2004,
drill testing of selected priority targets was undertaken by the
Issuer.  The program was conceived in 2 stages: initial testing for
strataform gold concentrations similar to the FAT deposit; and sectional
drilling for potential resource additions.  The initial program
intended to test 3 target areas: Olsen Lake; Walsh Lake; and the South FAT
Extension.  Ground conditions precluded a test of the Walsh Lake
target, but the other targets were tested.  Results from the initial
stage of the program led Seabridge to initiate sectional drilling on the South
FAT Extension. The South FAT Extension was a projection of the previous resource
model into an area where little work had been completed.  Surface and
initial drilling results indicated that 300 meters of strike could be added to
the FAT deposit with the completion of sectional drilling.  The second
stage of the 2004 program completed the sectional drilling on 50-meter section
lines across these 300 meters of strike.
  During
2005 and 2006, the Issuer completed an additional 15,400 meters of core drilling
at Courageous Lake, designed to identify new gold resources to the west of the
main mineralized deposits and to the north.
  Geology
  Regional
Geology
  The
Courageous-Matthews Lakes belt is characterized by a series of north to
northwest trending Archean metavolcanic and metasedimentary rocks that form a
portion of the Slave Structural Province.  These rocks are within the
Yellowknife Supergroup and are locally referred to as the Courageous Lake
Greenstone Belt ("CLGB").  The CLGB is
approximately 60 kilometers long, with a maximum east-west width of 5.5
kilometers.  The rocks within the CLGB have been metamorphosed to
greenschist facies, and have undergone at least two major deformational
events.  The Mackey Lake and Courageous Lake stocks, which are large
granitic intrusions, bound the belt on the east and west.
  - 28
-
  The CLGB
forms a steeply dipping homoclinal sequence of metavolcanic and metasediments
that are younger towards the east.  Two distinct volcanic cycles have
been recognized within the CLGB.  The basal cycle is characterized by
mafic to intermediate flow and pyroclastic rocks, which for the most part have
been assimilated by the Courageous Lake Batholith.  The second cycle
contains mafic to felsic flow and pyroclastic rocks that are spatially related
with felsic intrusives.  The second cycle of volcanism is conformably
overlain by a thick sequence of metasedimentary rocks that are locally known as
the Yellowknife Group Sediments ("YGS").  The dominant
post YGS lithology consists of large granodiorite to diorite plutons that bound
the Courageous Lake deposit along its east and west flanks.  Post
dating the granite and greenstone rocks in the area are late Protozoic gabbroic
and diabase dikes which trend north to northeast or east-west.
  Property
Geology
  The
Courageous Lake property consists of a sequence of northerly trending, steeply
dipping metasedimentary and metavolcanic rocks, with tops to the
east.  All of the currently recognized gold occurrences on the
property are located within or near the top of the second cycle of volcanism of
the CLGB.  The thickest part of this second volcanic cycle is located
north of Matthews Lake where drag folding has duplicated the
section.  Generally, the units that make up the second volcanic cycle
are about 2 kilometers thick and have been subdivided into 8 distinct mappable
units.
  These
units are a mafic volcanic unit, which forms the basal member of the second
volcanic cycle; A lower felsic volcanic unit which is overlying the mafic
volcanic rock units; A carbonate unit, which is a distinctive alteration of a
felsic volcaniclastic unit; Gully sedimentary rocks of interbedded argillite and
greywacke beds; Upper felsic volcanic unit, which overlies the gully sedimentary
rocks and is comprised of rhyolite flows, felsic pyroclastic fragmental rocks
and volcaniclastic debris flows; A mineral deposit, which is a distinct
subdivision of the upper felsic volcanic unit; and transitional sedimentary
units, which are composed of clastic felsic ash and lapilli beds.
  Both the
main Tundra and Carbonate deposits within the Courageous Lake property strike
north-south and have a near vertical dip component.  The deposits are
characterized by moderate to intense shearing, sericite-carbonate alteration,
and quartz veining.  These mineralized deposits are very persistent
along strike and down dip.  The continuity of gold mineralization has
been demonstrated to be at least 800 meters along strike based upon previous
drilling results.  Within the area that has been tested by drilling,
the continuity of gold mineralization is at least 100 meters in a down dip
direction.  The limits of gold mineralization have not been fully
tested and the deposit remains open along strike and down dip.
  Gold
Resources
  Over the
period of previous exploration at Courageous Lake, several resource estimates
have been prepared.  The most detailed historic estimates were
conducted by Noranda in 1990 at the conclusion of its underground exploration
program, by Placer Dome in 1999 at the conclusion of its exploration program and
by RMI in July 2002 and December 2004.
  In
January 2007, RMI completed a new resource model incorporating the results from
the Issuer’s 2005 and 2006 exploration programs and in February 2007, the 2007
Courageous Lake Estimate Report setting forth this estimate was filed on
SEDAR.  This estimate was prepared in accordance with NI 43-101 and
United States investors should see the “Cautionary Note to United States
Investors Regarding Resource Estimates” in the Preliminary Notes to this Annual
Information Form.  The 2007 Courageous Lake Estimate Report provided
resource estimates at various cut-off grades. In September 2005, a Preliminary
Assessment was completed for the project which indicated that a 0.83 gram per
tonne cut-off grade was appropriate for the deposit. Using its own estimation
parameters and a cut-off grade of 0.83 grams of gold per tonne, RMI calculated a
measured resource of 6.29 million tonnes grading 2.92 grams of gold per tonne
(591,000 ounces of gold) and an indicated resource of 53.0 million tonnes
grading 2.14 grams of gold per tonne (3,648,000 ounces) for a total measured and
indicated gold resource of 4,239,000 ounces.  In the inferred
category, RMI estimated the project contains an additional 93.7 million tonnes
of material grading 1.98 grams of gold per tonne (5,966,000
ounces).  Mineral resources which are not mineral reserves do not have
demonstrated economic viability.
  - 29
-
  The new
resource model constructed for the Courageous Lake deposit now incorporates data
from a total of 488 holes drilled by Seabridge, Noranda and Placer Dome
totalling 131,338 meters.  Approximately two thirds of the total
drilled meterage (86,810 meters) was assayed for gold by the three
companies.  Gold mineralization within the Courageous Lake deposit is
hosted in the upper part of an assemblage of Archean age felsic pyroclastic
rocks, just below a transition zone to volcanoclastic and sedimentary
rocks.  During RMI’s site visits, drill core was inspected against
assay and geologic logs to verify the logging practices.  The assay
data provided in the electronic databases by Seabridge were randomly compared by
RMI to certified assay lab sheets and were found to be accurately
entered.  No bias was found by RMI in the check assay results that
were made available by Seabridge.  RMI reviewed the QA/QC procedures
implemented by Seabridge during its 2004, 2005 and 2006 exploration programs and
found them to meet industry standards.  RMI concluded that it had no
reason to believe that the QA/QC procedures implemented by Noranda and Placer
Dome during their exploration campaigns did not meet industry
standards.  RMI determined that exploration data from Seabridge’s
2004-2006 campaigns and data from historical programs were collected and
analyzed by reputable drilling and analytical firms and are suitable to be used
for estimating mineral resources.
  Similar
to the 2004 estimate (also completed by RMI), block model gold grades in the new
Courageous Lake resource model were estimated using an inverse distance
weighting interpolation procedure.  Grade estimation in the new model
was restricted to rigorously constructed mineralized zones (known as
“wire-frames”) that were originally defined by Placer Dome, and later revised by
Seabridge using geologic and mineralogic controls along with new drill
data.  These zones generally strike north-south and dip steeply to the
west.  Individual assays were capped within each zone prior to
compositing the assay data. The estimated block grades were then classified into
Measured, Indicated, and Inferred Mineral Resource categories using distance to
drilling data and the number of drill intersections. Measured Resources were
defined for blocks estimated by two or more drill holes provided that at least
one sample was within five meters of the block.  Indicated Resources
were defined by blocks estimated by two or more drill holes with at least one
sample within 22 meters of the block.  Inferred Mineral Resources were
defined by blocks estimated by at least one drill hole with a maximum allowable
assay projection distance of 60 meters.  Due to a number of unassayed
Noranda drill hole intervals, RMI reduced the amount of Inferred Mineral
Resources in localized areas associated with unassayed core
holes.  RMI has recommended that Seabridge undertake a drilling
program to test some of these areas for possible additional
resources.  It is RMI’s opinion that the new resource model is
globally unbiased and locally reflects the grade of nearby drill hole
composites.
  RMI
calculated the gold resources applying the definitions set out in National
Instrument 43-101.
  Preliminary
Assessment
  Courageous
Lake Preliminary Economic Assessment of March 2008
  In
September 2005, a preliminary economic assessment for the Courageous Lake
Project was completed.  In March 2008, an updated preliminary economic
assessment for the Courageous Lake Project was completed by a group of
independent consultants including Wardrop, Snowden Mining Consultants Inc.
(“Snowden”), EBA
Engineering Consultants Ltd. (“EBA”), TJS Mining-Met Services
Inc. (“TJS”), W.N.
Brazier & Associates Inc. (“Brazier”) and
RMI.
  The
updated preliminary assessment is dated March 10, 2008 and is entitled
“Seabridge Gold Inc. - Courageous Lake Project, Preliminary Economic Assessment
- 2008” (the “2008 CL
Preliminary Assessment Report”). The infrastructure evaluation and the
overall study were coordinated by T.J. Smolik of TJS. Other consultants with
their responsibilities included the following:
  ·
              Wardrop
      under the direction of Ken Deter (Process) and Frank Grills (Process
      Capital Costs)
  ·
              Snowden
      under the direction of Dick Matthews (Mining Plans, Mine Capital, Mine
      Operating Costs and Financial Analysis); however, Dick Matthews is no
      longer under the employment of Snowden, and, for the purposes of this
      Annual information Form, Snowden and not Dick Matthews is assuming
      responsibility for the disclosure, opinions and reports prepared by such
      individual as if the disclosure, opinions and reports were prepared by
      Snowden without reference to Dick
Matthews
  - 30
-
  ·
              Brazier
      under the direction of W.N. Brazier (Electrical Power Supply including
      Capital Costs and Minesite Unit Energy
Cost)
  ·
              EBA
      under the direction of Eric Fier (Environment, Geotechnical and
      Tailings)
  ·
              RMI
      under the direction of Michael Lechner (Mineral
  Resources).
  The 2008
CL Preliminary Assessment Report contains the expression of the professional
opinion of TJS, Wardrop, Snowden, Brazier, EBA and RMI based on: (i) information
available at the time of preparation, (ii) data supplied by outside sources,
(iii) conclusions of other technical specialists named in the 2008 CL
Preliminary Assessment Report and (iv) the assumptions, conditions and
qualifications in the 2008 CL Preliminary Assessment Report.  The
quality of the information, conclusions and estimates contained in the 2008 CL
Preliminary Assessment Report are based on industry standards for engineering
and evaluation of a mineral project and is consistent with the intended level of
accuracy.  The study is preliminary in nature and includes inferred
mineral resources that are considered too speculative geologically to have
economic considerations applied to them that would enable them to be categorized
as mineral reserves, and there is no certainty that this preliminary economic
assessment will be realized. The remainder of this section summarizes the
findings of the 2008 CL Preliminary Assessment Report.
  The
independent consultants have concluded that an open-pit mining operation, with
on-site processing, is the most suitable development scenario.  A base
case scenario was developed for the project incorporating a 25,000 tonne per day
operation (9.125 million tonne per year throughput) resulting in a projected
11.6 year operation with average annual production of 500,500 ounces of gold at
a life of mine average cash operating cost of US$435 per ounce recovered. The
base case scenario utilized measured, indicated and inferred resources in the
mine plan. Initial capital costs for the project are estimated at US$848
million, including a contingency of US$111 million. The total cost of gold
production (including cash operating costs and total capital costs over the life
of the mine) is estimated at US$590 per ounce.
  At a gold
price of US$690 per ounce, the base case cumulative pre-tax net cash flow over
the life of the project is estimated at US$500 million. At a gold price of
US$800 per ounce, the cumulative pre-tax net cash flow over the life of the
project is estimated at US$1.13 billion.
  Mineral
Resources
  At a 0.83
gram per tonne cut-off, gold resources for the project drawn from the 2007
Courageous Lake Estimate Report of RMI and dated February 22, 2007, were stated
as follows:
  Measured
              Indicated
              InferredTonnes
                (000’s)
              Grade
                (g/T)
              Ounces
                (000’s)
              Tonnes
                (000’s)
              Grade
                (g/T)
              Ounces
                (000’s)
              Tonnes
                (000’s)
              Grade
                (g/T)
              Ounces
                (000’s)6,293
              2.92
              591
              53,020
              2.14
              3,648
              93,720
              1.98
              5,966
  Note:
              The
      resource estimate has been prepared in accordance with NI
      43-101.  See “Cautionary Note to United States Investors
      Regarding Resource Estimates” in the Preliminary
  Notes.
  Snowden
used the resource model prepared by RMI as part of its development of the mining
plan for the project. The model was not validated by Snowden and grades were
accepted as is.  RMI has noted that further work would be required,
including in-fill drilling, to advance the project to acceptable levels of
measured and indicated resources for a pre-feasibility or bankable feasibility
study.
  - 31
-
  Mine
Planning
  A
preliminary pit was selected based on the following cost estimates and operating
assumptions.
  Variable
              UnitsMine
      Cost
              US$1.14/tonne
      mined  (average)Processing
      and G&A Cost
              US$14.19/tonne
      processedProcessing
      Rate
              9.125
      million tonnes per yearPit
      Slopes
              55d
      SW and 50d NEDilution
              5%
      (metal only)Metal
      Recovery
              88.9%
  Snowden
used Whittle (Lerchs Grossman) software to determine the optimum pit shell.
Incorporated in the pit optimization analysis were the pit slope criteria
developed by EBA. Snowden also determined that a mining dilution factor of 5%
grade dilution (equivalent to metal loss) was appropriate for the base case
estimate. Based on its analysis, using the December 2006 EBA geotechnical
projections of pit slopes, Snowden estimated the in-pit diluted resources within
the ultimate pit limit as follows:
  Courageous
Lake In-Pit Material above 0.76 gram per tonne cut-off
 Tonnes
                (000’s)
              Grade
                (g/t)
              Total
      Ounces Fed
              Waste
      Tonnes
                (000’s)
              Total
      Tonnes
                (000’s)106,000
              1.91
              6,510,000
              782,000
              888,000
 
 Sensitivities
were run and determined that pit size is most sensitive to gold price and least
sensitive to operating costs.
  To ensure
high grades in the early years, a phased mining strategy with stockpiling is
proposed. In this approach, the highest economic value material is the focus of
the initial development phase of the open pit, with progressively larger pit
shells developed sequentially outward until the final phase establishes the
ultimate pit limit described above. The maximum mining rate was set at 100
million tonnes per year with the mill feed rate set at 9.125 million tonnes per
year. The average strip ratio over the life of the mine is estimated at 7.4:1,
and peaks at around 20:1 in years five and six when large quantities of waste
would be removed and the plant feed would come from stockpiles developed in
earlier years.
  To
maximize productivity and minimize unit mining costs, large-scale mining
equipment has been selected for the mine operation. Haulage trucks with a 240
tonne payload capability combined with large capacity hydraulic shovels have
been specified. Manpower requirements were estimated based on a 12 hour shift
schedule, working four days on and four days off with four full crews of
operating and maintenance personnel providing a 24 hour per day, seven day per
week operation. Over the life of mine, Snowden has estimated average mining
costs of US$1.14 per tonne of material mined.
  Metallurgical Process and
Plant
  The
project’s gold to sulphur ratio compares favorably with other operating
refractory gold mines.  Mineral samples from the Courageous Lake
deposits can produce a high-grade flotation concentrate at a relatively coarse
primary grind size.  Total process operating costs are estimated at
US$13.14 per tonne of milled.
  The
proposed process plant is designed to treat an average of 9.125 million tonnes
of mineralization per year. To reduce the project’s comminution energy
requirements, a high pressure grinding roll circuit is proposed for the
comminution process. The mill feed would be processed through a primary gyratory
crusher and stored in a coarse mill feed stockpile. The primary crushed material
would be reclaimed by conveyor and sent to screening and secondary crushing and
then treated through the high efficiency grinding rolls. The high pressure
grinding roll product would be further ground in a grinding circuit consisting
of two ball mills and hydrocyclones.
  - 32
-
  The
hydrocyclone overflow would be sent to flotation for upgrading. The rougher
flotation circuit consisting of 130 cubic meter flotation cells, connected in
series, is estimated to recover over 90% of the gold in the rougher concentrate.
The concentrate then would be reground in a tower mill and upgraded by one stage
of cleaner flotation. The cleaner concentrate would be further reground in a
tower mill and thickened prior to the subsequent oxidation processes. The
cleaner tailings containing a low gold content would be thickened and pumped to
the gold leach circuit for treatment with the oxidized concentrate
products.
  The
upgraded cleaner concentrate is to be sent to a two-stage oxidation (hybrid)
circuit consisting of biological leaching to partially oxidize gold bearing
sulphides in the concentrate and conventional pressure oxidation to oxidize the
remaining sulphides. After the oxidized slurry is cooled, it is to be sent
through a washing circuit to reduce the acidity and is then conditioned with
lime prior to cyanide gold leaching.
  The
pH-adjusted slurry would be pumped to a gold leach circuit utilizing activated
carbon (CIP Circuit) to adsorb dissolved gold. The cleaner flotation tailings
would also be leached in this circuit. The activated carbon is then to be
treated in a pressure stripping circuit to remove adsorbed gold from the carbon
for ultimate deposition and removal in an electrowinning circuit. The overall
gold recovery is expected to be 89% with these process stages.
  The
diluted acid solution from the washing stage is to be recycled to the flotation
circuit and the excessive acid solution is treated by a lime neutralization
circuit.
  Infrastructure
  Due to
the remote location, the Courageous Lake Project requires its own power
generation, a permanent camp, access by air and warehousing and storage at site.
Site logistics include freight delivery over winter roads and air services for
personnel and smaller freight components. The project’s electrical running load
of 45 MW can be supplied entirely by diesel generation which can be supplemented
with 20 MW peak capacity of wind power generation (estimated to average 6.6 MW
of power demand over a yearly time period).  The economic comparison
of power costs from on-site combustion turbines compares favorably with multiple
units of diesel generators. Control systems are available for handling the
variable output of the wind generation units.  An airport with a 6,500
foot runway, apron and hangar have been incorporated into the study together
with local minesite access roads.
  Environmental and Project
Scheduling
  It is
estimated that the project would take approximately six years to commence
production with the environmental and permitting process for the project
estimated at two years. To be proactive in project permitting, Seabridge
initiated environmental baseline data collection and community consultation in
2004 and continued the work during 2005, 2006 and 2007. During the two-year
environmental process, the in-fill drilling, bulk sampling and final feasibility
study could be completed. Final detailed engineering and procurement would
subsequently require approximately two years. The construction and commissioning
period is estimated at an additional two to three years.
  Tailings
Management
  The
preferred location for a tailings impoundment is east of the Courageous Lake
deposit and plant site. A “wet tailings” scenario will require a footprint of
almost two square kilometers with major engineering and construction of an
impoundment to hold approximately 106 million tonnes of processed material. A
waste material dump is to be located west of the proposed mill
site.
  - 33
-
  Project Operating
Costs
  Average
operating costs over the 11.6 year mine life are estimated as
follows:
  Annual
      Costs (US$000)
              US$/tonne
      processed
              US$/ounce
      Gold RecoveredMine
              87,500
              9.59
              174ProcessConsumables
              45,908
              5.03
              92Manpower
              10,421
              1.14
              21Power
      – Process
              57,427
              6.29
              115Power
      – Services
              6,132
              0.67
              12G
      & A including Camps and Roads
              9,569
              1.05
              19Transportation
      & Refining
              1,001
              0.11
              2Total
              217,958
              23.88
              435
  Project Capital
Costs
  The
initial capital costs for the project are estimated as follows:
  Item
                (US$000)Mine
      Direct Costs
                137,581Plant
      Direct Costs
                277,142Environmental
      & Tailings Mgmt Direct Cost
                17,286Infrastructure
                187,480Total
      Direct Costs
                619,488Construction
      Indirect
                37,962Spare
      Parts
                16,657Owner’s
      Costs
                5,800Engineering
      & Procurement
                57,720Total
      Indirect Costs
                118,139Total
      Direct And Indirect Costs
                737,627Contingency
      @ 15%
                110,644Total
      Initial Capital Costs
                848,271
  Total
sustaining capital and closure costs over the life of the mine are estimated at
US$51 million.
  Base Case and Sensitivity
Financial Analysis
  Using the
input parameters described above and a gold price of US$690 per ounce, net cash
flows were developed for the base case. The following sensitivity analysis was
also performed:
  ·
              Gold
      Price – ranging from US$600 to US$1,000 per ounce. The estimated breakeven
      gold price for the project is at US$600 per ounce using the base case
      assumptions.
  ·
              Capital
      and Operating Costs – costs were varied by ± 10% from the base case with
      the results summarized the in the table below. Capital costs have a
      smaller impact on the project than operating
  costs.
  - 34
-
  Pre-Tax
      Cash Flow SensitivityVariables
              Project
      Net Cash Flow (US$millions)
              Project
      NPV @ 5% (US$millions)
              Project
      IRRBase
      Case (Gold @ US$690)
              $500
              $175
              9%Gold
      @ US$600
              ($13)
              ($195)
              0%Gold
      @ US$700
              $557
              $217
              10%Gold
      @ US$800
              $1,127
              $629
              19%Gold
      @ US$900
              $1,696
              $1,042
              28%Gold
      @ US$1,000
              $2,266
              $1,454
              36%Capital
      Costs +10%
              $411
              $92
              7%Capital
      Costs -10%
              $589
              $260
              12%Operating
      Costs +10%
              $245
              ($6)
              5%Operating
      Costs -10%
              $753
              $358
              13%
  Project
Opportunities
  Work on
the Courageous Lake Project will be continued to evaluate modifications which
could improve project economics. Some of the opportunities identified are as
follows:
  ·
              All-weather
      road: An all-weather road in close proximity to the site would have
      a large positive impact on the project’s capital and operating costs.
      Various levels of government and First Nations groups continue to study
      the all-weather road possibilities. There would be a significant reduction
      in on-site storage requirements, especially fuel oil and reagents such as
      lime.
  ·
              Power generation
      sharing: A coal-fired power plant developed in the Bathurst Inlet,
      and the installation of a power transmission line to the three diamond
      mines and Courageous Lake, would significantly reduce operating costs for
      these mines. A shared power-generating facility seems a reasonable
      approach.
  ·
              Mine life
      extensions: As demonstrated in the sensitivity analysis, the
      potential extension of mine life could have a positive material impact on
      the project’s pre-tax net cash flow. Additional drilling would improve the
      confidence levels of the Courageous Lake Project resource estimates and
      may also provide more information that would improve ore scheduling from
      the open pit.
  ·
              Alternate power
      schemes: The option of hydro power from the Tolstan Station is
      another possibility; long power transmission lines would have to be built
      to benefit from this power source. Wind generation at site is capital
      intensive, but produces energy at very low operating costs. Further site
      work is needed to document the wind and weather conditions which would
      apply to wind power generation.
  - 35
-
  Glossary
of Technical Terms
  In this
Annual Information Form, the following technical terms have the following
meanings:
  alteration –Any change in the
mineral composition of a rock brought about by physical or chemical
means.
  batholith – A very large
intrusive mass of igneous rock.
  biotite - A common
rock-forming mineral in crystalline rocks, either as an original crystal in
igneous rocks or as a metamorphic product in gneisses and schists.
  breccia - A rock in which
angular fragments are surrounded by a mass of fine-grained
minerals.
  carbonate –A sediment formed
by the organic or inorganic precipitation from aqueous solution of carbonates of
calcium, magnesium, or iron; e.g., limestone and dolomite
  chalcopyrite - A sulphide
mineral of copper and iron.
  clastic - Fragments of
minerals and rocks that have been moved individually from their places of
origin.
  core samples- The cylindrical
form of rock called "core" that is extracted from a diamond drill
hole.  Mineralized sections are separated and these samples are sent
to a laboratory for analysis.
  cut-off grade - The lowest
grade of mineralized material that qualifies as reserve in a
deposit.  i.e.: contributing material of the lowest assay that is
included in a reserve estimate.
  diorite - An intrusive igneous
rock.
  dip – The angle that a
structural surface, a bedding or fault plan, makes with the horizontal, measured
perpendicular to the strike of the structure.
  disseminated – Where minerals
occur as scattered particles in the rock.
  drift - A horizontal
underground opening that follows along the length of a vein or rock
formation.
  facies – The character and
composition of sedimentary deposits.
  fault – A fracture or break in
rock along which there has been movement.
  feasibility study – Is a
definitive study of the viability of a mineral project by a qualified
professional which defines: (1) mining methods, pit configuration, mine
scheduling, mine equipment and all related costing, (2) method of mineral
processing and all related plant, equipment and costing, (3) necessary
determination of all infrastructure required and relevant costs and (4) all
requirements of government and markets for mine operation.  A
definitive financial analysis of the mineral project taking into consideration
all relevant factors, which will establish the presence of a Mineral Reserve and
the details of its economic viability.
  felsic –An adjective
describing an igneous rock having mostly light coloured minerals and rich in
silica, potassium and sodium.
  fracture – A break or crack in
rock.
  gabbro – A coarse-grained,
crystalline, dark igneous rock.
  geochemistry - The study of
the chemical properties of rocks.
  gneiss - A layered or banded
crystalline metamorphic rock, the grains of which are aligned or elongated into
a roughly parallel arrangement.
  - 36
-
  gossan - A rust-coloured
capping or staining of a mineral deposit, generally formed by the oxidation or
alteration of iron sulphides.
  grade – The metal content of
rock with precious metals, grade can be expressed as troy ounces or grams per
tonne of rock.
  granite - Any holocrystalline,
quartz-bearing plutonic rock.
  granitic - Pertaining to or
composed of granite.
  greenschist - A schistose
metamorphic rock whose green colour is due to the presence of chlorite, epidote,
or actinolite.
  greywacke - A dark grey,
firmly indurated, coarse-grained sandstone that consists of poorly sorted,
angular to subangular grains of quartz and feldspar, with a variety of dark rock
and mineral fragments embedded.
  hydrothermal – The products or
the actions of heated waters in a rock mass such as a mineral deposit
precipitating from a hot solution.
  hydrothermal alteration- The
process by which heated or superheated water/solutions alter the chemistry of
the rocks they circulate through.
  igneous– A primary type of
rock formed by the cooling of molten material.
  indicated resource - That part
of a resource for which quantity, grade or quality, densities, shape and
physical characteristics, can be estimated with a level of confidence sufficient
to allow the appropriate application of technical and economic parameters, to
support mine planning and evaluation of the economic viability of the
deposit.  The estimate is based on detailed and reliable exploration
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough for geological and grade continuity to be reasonably
assumed.
  inferred resource- That part
of a resource for which quantity and grade or quality can be estimated on the
basis of geological evidence and limited sampling and reasonably assumed, but
not verified, geological and grade continuity.  The estimate is based
on limited information and sampling gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill
holes.
  intrusion; intrusive– Molten
rock that is intruded (injected) into spaces that are created by a combination
of melting and displacement.
  lapilli -Pyroclastics that
may be essential, accessory, or accidental in origin, of a size range that has
been variously defined within the limits of 2 mm and 64 mm.
  mafic - Igneous rocks composed
mostly of dark, iron-and magnesium-rich minerals.
  measured resource- That part
of a resource for which quantity, grade or quality, densities, shape, physical
characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support production planning and evaluation of the
economic viability of the deposit.  The estimate is based on detailed
and reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity.
  mineral– A naturally formed
chemical element or compound having a definitive chemical composition and,
usually a characteristic crystal form.
  mineralization– A natural
concentration in rocks or soil of one or more metalliferous
minerals.
  - 37
-
  monzonite -A granular
plutonic rock containing approx. equal amounts of orthoclase and plagioclase,
and thus intermediate between syenite and diorite.  Quartz is minor or
absent.
  net smelter return royalty/
NSR  –A phrase used to describe a royalty payment made by a
producer of metals based on gross metal production from the property, less
deduction of certain limited costs including smelting, refining, transportation
and insurance costs.
  outcrop - The part of a rock
formation that appears at the surface of the ground.
  phenocryst - A term for large
crystals or mineral grains floating in the matrix or groundmass of a
porphyry.
  placer - A deposit of sand or
gravel that contains particles of gold, ilmenite, gemstones, or other heavy
minerals of value.  The common types are stream gravels and beach
sands.
  porphyritic - The texture of
an igneous rock in which larger crystals (phenocrysts) are set in a
finer-grained groundmass, which may be crystalline or glassy or
both.
  porphyry - Any igneous rock in
which relatively large crystals are set in a fine-grained matrix of
rock.
  prefeasibility study or preliminary
feasibility study –Is a comprehensive study of the viability of a mineral
project that has advanced to a stage where the mining method, in the case of
underground mining, or the pit configuration, in the case of an open pit, has
been established, and where an effective method of mineral processing had been
determined.  This Study must include a financial analysis based on
reasonable assumptions of technical engineering, operating, and economic
factors, which are sufficient for a Qualified Person acting reasonably, to
determine if all or part of the Mineral Resource may be classified as a Mineral
Reserve.
  preliminary assessment –Means
a study that includes an economic analysis of the potential viability of mineral
resources taken at an early stage of the project prior to completion of a
preliminary feasibility study.
  pyrite- An iron sulphide
mineral (FeS2), the most
common naturally occurring sulphide mineral.
  pyroclastic- Produced by
explosive or aerial ejection of ash, fragments, and glassy material from a
volcanic vent.  Applied to the rocks and rock layers as well as to the
textures so formed.
  quartz– Crystalline silica;
often forming veins in fractures and faults within older rocks.
  reclamation - Restoration of
mined land to original contour, use, or condition.
  refractory – Ore that resists
the action of chemical reagents in the normal treatment processes and which may
require pressure leaching or other means to affect the full recovery of the
valuable minerals.
  reserve - The economically
mineable part of a measured or indicated resource demonstrated by at least a
preliminary feasibility study.  This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified.  A mineral reserve includes diluting materials and
allowances for losses that may occur when the material is mined.
  resource - A concentration or
occurrence of natural, solid, inorganic or fossilized organic material in or on
the Earth's crust in such form and quantity and of such a grade or quality that
it has reasonable prospects for economic extraction.  The location,
quantity, grade, geological characteristics and continuity of a resource are
known, estimated or interpreted from specific geological evidence and
knowledge.  Resources are subdivided, in order of increasing
geological confidence, into inferred, indicated and measured
categories.
  rhyolite - A group of
extrusive igneous rocks, typically porphyritic and commonly exhibiting flow
texture, with phenocrysts of quartz and alkali feldspar in a glassy to
cryptocrystalline groundmass; also, any rock in that group; the extrusive
equivalent of granite.
  - 38
-
  sedimentary - Formed by the
deposition of sediment or pertaining to the process of
sedimentation.
  sediments -Solid fragmental
material that originates from weathering of rocks and is transported or
deposited by air, water, or ice, or that accumulates by other natural agents,
such as chemical precipitation from solution or secretion by organisms, and that
forms in layers on the Earth's surface at ordinary temperatures in a loose,
unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.
  sericite – A fine-grained
potassium mica found in various metamorphic rocks.
  vein– A thin, sheet-like,
crosscutting body of hydrothermal mineralization, principally
quartz.
  waste – Barren rock in a mine,
or mineralized material that is too low in grade to be mined and milled at a
profit.
  ITEM
4:                      RISK
FACTORS
  Investing
in the Common shares is speculative and involves a high degree of risk due to
the nature of the Issuer’s business and the present stage of exploration and
development of its mineral properties. The following risk factors, as well as
risks currently unknown to the Issuer, could materially adversely affect the
Issuer’s future business, operations and financial condition and could cause
them to differ materially from the estimates described in forward-looking
statements relating to the Issuer, or its business, property or financial
results, each of which could cause investors to lose part or all of their
investment. Before deciding to invest in any Common shares, investors should
carefully consider the risks included herein.
  Risks
Related to the Issuer and its Industry
  The
Issuer has a history of net losses and expects losses to continue for the
foreseeable future.
  The
Issuer has a history of net losses and, although the Issuer achieved a net
profit of $10,290,000 for the fiscal year ended December 31, 2008 primarily as a
result the sale of the Noche Buena project, the Issuer expects to incur net
losses for the foreseeable future. As of December 31, 2009, the Issuer’s
historical net losses totalled approximately $21,740,000. None of the Issuer’s
properties has advanced to the commercial production stage and the Issuer has no
history of earnings or cash flow from operations.
  The
Issuer expects to continue to incur net losses unless and until such time as one
or more of its projects enters into commercial production and generates
sufficient revenues to fund continuing operations or until such time as the
Issuer is able to offset its expenses against the sale of one or more of its
projects, if applicable. The development of the Issuer’s projects to achieve
production will require the commitment of substantial financial resources. The
amount and timing of expenditures will depend on a number of factors, including
the progress of ongoing exploration and development, the results of consultant
analysis and recommendations, the rate at which operating losses are incurred
and the execution of any sale or joint venture agreements with strategic
partners, some of which are beyond the Issuer’s control. There is no assurance
that the Issuer will be profitable in the future.
  The
Issuer’s ability to continue its exploration activities and any future
development activities, and to continue as a going concern, will depend in part
on its ability to sell property interests, enter into joint ventures or obtain
suitable financing.
  The
Issuer has financial resources to sustain operations for a few years. However,
the Issuer requires capital to maintain title to and undertake exploration and
development of the Issuer’s principal exploration properties and to cover
corporate expenses and presently has no ongoing source of
revenue.  Accordingly, additional financing will be required to
continue to undertake development of the Issuer’s mineral properties after its
cash on hand has been spent. The maintenance of and further exploration and
development of the Issuer’s mineral properties is, therefore, dependent upon the
Issuer’s ability to obtain financing through the sale of projects, joint
venturing of projects or equity or debt financing. Such sources of financing may
not be available on terms acceptable to the Issuer, or at
all.  Disruptions in the current credit and financial markets has
limited access to capital and credit for many companies, which may make it more
difficult for the Issuer to obtain, or increase its cost of obtaining, capital
and financing for its operations. Failure to obtain such financing may result in
delay or indefinite postponement of exploration and development work on the
Issuer’s mineral properties, or the possible loss of such
properties.  Satisfying financing requirements through the sale of
projects or establishment of one or more joint ventures would reduce the
Issuer’s gold ownership per share and therefore its leverage to the gold
price.
  - 39
-
  The
Issuer has no known reserves and economic reserves may not exist on its
properties.
  Despite
considerable work on its mineral claims, no known reserves have been established
on any of the Issuer’s mineral properties.  Additional work will be
required in order to determine if an economic deposit exists on the Issuer’s
properties. There is no certainty that exploration of the Issuer’s mineral
properties will result in the identification of commercially recoverable
quantities of reserves or that, if delineated, reserves will actually be mined
or processed profitably. Even in the event commercial quantities of ore are
discovered, the exploration properties might not be brought into commercial
production. Finding mineral deposits is dependent on a number of factors,
including the technical skill of the exploration personnel
involved.  The Issuer has relied and will continue to rely upon
consultants for development and operating expertise.  The commercial
viability of a mineral deposit once discovered is also dependent on a number of
factors, including the particular attributes of the deposit, such as size, grade
and proximity to infrastructure, as well as metal prices, government policy and
regulation and environmental protection. Most of these factors are beyond the
control of the Issuer.
  The
figures for the Issuer’s resources are estimates based on interpretation and
assumptions and may yield less mineral production under actual conditions than
is currently estimated.
  Unless
otherwise indicated, resource figures presented in this Annual Information Form
and in the Issuer’s other filings with securities regulatory authorities, press
releases and other public statements that may be made from time to time are
based upon estimates made by Issuer personnel and independent geologists. These
estimates are imprecise and depend upon geologic interpretation and statistical
inferences drawn from drilling and sampling analysis, which may prove to be
inaccurate. There can be no assurance that resource or other mineralization
figures will be accurate or this mineralization could be mined or processed
profitably.
  Because
the Issuer has not commenced commercial production at any of its properties,
resource estimates for the Issuer’s properties may require adjustments or
downward revisions based upon further exploration or development work or actual
production experience. In addition, the grade of ore ultimately mined, if any,
may differ from that indicated by drilling results. There can be no assurance
that recovery of minerals in small-scale tests will be duplicated in large-scale
tests under on-site conditions or in production scale.
  The resource estimates contained in this
Annual Information Form have been determined based on assumed future prices,
cut-off grades and operating costs that may prove to be inaccurate. Substantial
declines in market prices for gold and other metals or increases in costs may
eliminate the potential profitability of the Issuer’s deposits, require
increases in cut-off grades and result in reduced reported resources. Any
material reductions in estimates of resources, or of the Issuer’s ability to
extract these resources, could have a material adverse effect on the Issuer’s
prospects and could restrict the Issuer’s ability to successfully implement its
strategies for long-term growth.
  Actual
capital costs, operating costs, production and economic returns may differ
significantly from those Seabridge has anticipated and there are no assurances
future development activities by Seabridge, if any, will lead to profitable
mining operations.
  The
capital costs to take the Issuer’s projects into production may be significantly
higher than anticipated.  None of the Issuer’s mineral properties have
an operating history upon which the Issuer can base estimates of future
operating costs.  Decisions about the development of these and other
mineral properties will ultimately be based upon feasibility
studies.  Feasibility studies derive estimates of cash operating costs
based upon, among other things:
  - 40
-
  ·
              anticipated
      tonnage, grades and metallurgical characteristics of the reserves to be
      mined and processed;
 ·
              anticipated
      recovery rates of gold and other metals from the
  reserves;
 ·
              cash
      operating costs of comparable facilities and equipment;
  and
 ·
              anticipated
      climatic conditions.
  Cash
operating costs, production and economic returns, and other estimates contained
in studies or estimates prepared by or for the Issuer may differ significantly
from those anticipated by Seabridge’s current studies and estimates, and there
can be no assurance that the Issuer’s actual operating costs will not be higher
than currently anticipated.
  Seabridge
has no history of commercially producing precious metals from its mineral
exploration properties and there can be no assurance that it will successfully
establish mining operations or profitably produce precious metals.
  Seabridge
has no history of commercially producing precious metals from its current
portfolio of mineral exploration properties and the Issuer has no ongoing mining
operations or revenue from mining operations.  Mineral exploration and
development involves a high degree of risk and few properties that are explored
are ultimately developed into producing mines.  The Issuer has only
defined or delineated resources at its projects. None of the Issuer’s properties
are currently under construction. The future development of properties found to
be economically feasible, if any, will require obtaining permits and financing
and the construction and operation of mines, processing plants and related
infrastructure.  Although Seabridge has disclosed that it will not
undertake production activities by itself, it may be involved in commencement of
production at one of its properties if it enters into a joint venture or other
arrangement with a third party regarding production.  As a result,
Seabridge may be subject to all of the risks associated with establishing new
mining operations and business enterprises, including:
  ·
              timing
      and cost, which can be considerable, of the construction of mining and
      processing facilities;
 ·
              availability
      and costs of skilled labour and mining
  equipment;
 ·
              availability
      and cost of appropriate smelting and/or refining
    arrangements;
 ·
              need
      to obtain necessary environmental and other governmental approvals and
      permits, and the timing of those approvals and
  permits;
 ·
              availability
      of funds to finance construction and development
    activities;
 ·
              potential
      opposition from non-governmental organizations, environmental groups,
      First Nations groups or local groups which may delay or prevent
      development activities; and
 ·
              potential
      increases in construction and operating costs due to changes in the cost
      of fuel, power, materials and supplies and foreign exchange
      rates.
  The
costs, timing and complexities of mine construction and development are
increased by the remote location of the Issuer’s mining properties. It is common
in new mining operations to experience unexpected problems and delays during
development, construction and mine start-up. In addition, delays in the
commencement of mineral production often occur. Accordingly, there are no
assurances that, if the Issuer decides to be involved in mining activities, the
Issuer will successfully establish mining operations or profitably produce
precious metals at any of its properties.
  Changes
in the market price of gold, copper and other metals, which in the past have
fluctuated widely, affect the potential profitability of the Issuer’s
projects.
  The
potential profitability of the Issuer’s projects depends, in large part, upon
the market price of gold, copper and other metals and minerals to be produced.
The market price of gold, copper and other metals is volatile and is impacted by
numerous factors beyond the Issuer’s control, including:
  ·
              expectations
      with respect to the rate of
inflation;
 ·
              the
      relative strength of the U.S. dollar and certain other
      currencies;
 ·
              interest
      rates;
 ·
              global
      or regional political or economic
conditions;
  - 41
-
  ·
              supply
      and demand for jewellery and industrial products containing
      metals;
 ·
              faith
      in paper currencies;
 ·
              costs
      of substitutes;
 ·
              changes
      in global or regional investment or consumption
  patterns;
 ·
              global
      production levels;
 ·
              speculative
      activities; and
 ·
              sales
      by central banks and other holders, speculators and producers of gold,
      copper and other metals in response to any of the above
      factors.
  There can
be no assurance that the market price of gold, copper and other metals will
remain at current levels or that such prices will improve. A decrease in the
market price of gold and copper could adversely affect the Issuer’s ability to
finance the exploration and development of the Issuer’s properties and to enter
into joint ventures with strategic partners relating to the Issuer’s properties,
which would have a material adverse effect on the Issuer’s financial condition
and results of operations. There is no assurance that if commercial quantities
of gold, copper and other metals are discovered on the Issuer’s properties, that
a profitable market will exist or continue to exist for a production decision to
be made or for the ultimate sale of the metals. As the Issuer has a high ratio
of gold resources per Common share, fluctuations in gold prices have tended to
have a greater impact on the price of the Common shares.
  The
Issuer may be adversely affected by future fluctuations of foreign exchange
rates.
  The
potential profitability of the Issuer is exposed to the financial risk related
to the fluctuation of foreign exchange rates. The minerals that could be
produced from the Issuer’s projects are priced in U.S. dollars but, since the
Issuer’s principal projects are located in Canada, the majority of its estimated
expenditures will be in Canadian dollars.  A significant change in the
currency exchange rates between the Canadian dollar relative to the U.S. dollar
will have an effect on the potential profitability of the Issuer’s projects and
therefore its ability to continue to finance its operations.  To the
extent the actual Canadian dollar to U.S. dollar exchange rate is less than or
more than the exchange rate used in the preliminary economic assessments
summarized in this Annual Information Form, the profitability of the projects
will be more than or less than that estimated (if the other assumptions are
realized).  Accordingly, the Issuer’s prospects may suffer due to
adverse currency fluctuations.
  The
Issuer’s activities and proposed business are inherently dangerous and contain
significant uninsured risks that could negatively impact the
Issuer.
  The
Issuer’s exploration and development of its mineral properties involves a number
of risks and hazards. In addition, the business of mining is subject to various
risks and hazards including:
  ·
              environmental
      hazards;
 ·
              industrial
      accidents;
 ·
              metallurgical
      and other processing problems;
 ·
              unusual
      or unexpected rock formations;
 ·
              rock
      bursts;
 ·
              structural
      cave-ins or slides;
 ·
              flooding;
 ·
              fires;
 ·
              earthquakes
 ·
              metals
      losses; and
 ·
              periodic
      interruptions due to inclement or hazardous weather
      conditions.
  These
risks could result in damage to, or destruction of, mineral properties, plant
and equipment, personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability.
  - 42
-
  The
Issuer currently maintains insurance against risks relating to its exploration
activities in an amount which it believes to be reasonable.  If the
Issuer commences mining activities with a partner, it will be subject to mining
risks, including those listed above.  The Issuer anticipates that it
will obtain the insurance it feels is reasonable for any mining activities it
undertakes, however, such insurance contains exclusions and limitations on
coverage and insurance for all risks is not likely available.  There
can be no assurance that the insurance the Issuer desires will continue to be
available, will be available at economically acceptable premiums or will be
adequate to cover any resulting liability.  The Issuer might also be
subject to liability for environmental damage or other hazards which may be
uninsurable or for which it may elect not to insure because of premium costs or
commercial impracticability. The payment of such liabilities would reduce funds
available for the acquisition of mineral properties or exploration and
development and would have a negative effect on the Issuer’s ability to generate
revenues, profits and cash flows.
  The
Issuer is subject to substantial government regulatory requirements, which could
cause a restriction or suspension of the Issuer’s operations.
  The
exploration and development activities of the Issuer and the potential for
profitable operation of the Issuer’s mineral properties is affected to varying
degrees by government regulations relating to exploration, development and
mining activities, the acquisition of land, royalties, taxes, labour standards,
pollution control, environmental protection, health and safety and expropriation
of property. Changes in these regulations or in their application are beyond the
control of the Issuer and may adversely affect its operations, business and the
potential of its projects.  Failure to comply with the conditions set
out in any permit or failure to comply with applicable statutes and regulations
may result in orders to cease or curtail further exploration or development or
reduce or eliminate the potential profitability of a project. The Issuer may be
required to compensate those suffering loss or damage by reason of its
exploration activities or operations.
  At the
federal, state and provincial level, the Issuer must comply with exploration
permitting requirements which require sound operating and reclamation plans to
be approved by the applicable government body prior to the start of exploration.
At the local level, regulations deal primarily with zoning, land use and
specific building permits, as well as taxation and the impact of the Issuer’s
operations on the existing population and services. There can be no assurance
that all required approvals and permits will be able to be
obtained.
  Depending
upon the type and extent of the exploration activities, the Issuer may be
required to post reclamation bonds and/or assurances that the affected areas
will be reclaimed. Currently, the Issuer has estimated CDN$2,256,000 in
reclamation liabilities for its properties. As at December 31, 2009,
CDN$1,552,000 has been deposited for the benefit of the various government
agencies until released or applied to reclamation costs. If the reclamation
requires funds in addition to those already estimated or allocated, the Issuer
could be forced to pay for the extra work, which could have a material adverse
effect on the Issuer’s financial position and operations.  In
addition, unidentified environmental deficiencies may exist on other of the
Issuer’s properties.  The discovery of and any required reclamation of
any additional properties would likely have an adverse effect on the Issuer’s
operations and financial position.
  The
Issuer is subject to substantial environmental requirements which could cause a
restriction or suspension of the Issuer’s operations.
  In
connection with its operations and properties, the Issuer is subject to
extensive and changing environmental legislation, regulations and actions. The
Issuer cannot predict what environmental legislation, regulations or policy will
be enacted or adopted in the future or how current or future laws and
regulations will be administered or interpreted. The recent trend in
environmental legislation and regulation generally is toward stricter standards
and this trend is likely to continue in the future. The recent trends include,
without limitation, laws and regulations relating to air and water quality, mine
reclamation, waste handling and disposal, the protection of certain species and
the preservation of certain lands. These regulations may require that the Issuer
obtain permits or other authorizations for certain activities. These laws and
regulations may also limit or prohibit activities on certain lands lying within
wetland areas, areas providing for habitat for certain species or other
protected areas. The land claims process in Canada has recently resulted in many
First Nations groups taking over administration of lands subject to the land
claims settlement, and First Nations groups may look to impose additional
requirements over land they administer.  Compliance with more
stringent laws and regulations, as well as potentially more vigorous enforcement
policies or stricter interpretation of existing laws, may necessitate
significant capital outlays, which may adversely affect the Issuer’s results of
operations and business, or may cause material changes or delays in the Issuer’s
intended activities.
  - 43
-
  At the
federal, state and provincial level, regulations deal with environmental quality
and impacts upon air, water, soil, vegetation and wildlife, as well as
historical and cultural resources. Approval must be received from the applicable
bureau and/or department before exploration can begin, and ongoing monitoring of
operations is common. If the Issuer’s operations result in negative effects upon
the environment, government agencies will usually require the Issuer to provide
remedial actions to correct the negative effects.
  Title
to the Issuer’s mineral properties cannot be guaranteed and may be subject to
prior unregistered agreements, transfers or claims and other
defects.
  The
Issuer cannot guarantee that title to its properties will not be challenged.
Title insurance is not available for mineral properties in Canada and the
Issuer’s ability to ensure that it has obtained a secure claim to individual
mineral properties or mining concessions may be severely constrained. The
Issuer’s mineral properties may be subject to prior unregistered agreements,
transfers or claims, and title may be affected by, among other things,
undetected defects. To date, the Issuer has only done a preliminary legal survey
of the boundaries of its properties and has not obtained formal title reports on
any of its properties, and therefore, in accordance with the laws of the
jurisdictions in which these properties are situated, their existence and area
could be in doubt. If title is challenged, the Issuer will have to defend its
ownership through the courts. A successful challenge to the precise area and
location of these claims could result in the Issuer being unable to operate on
its properties or being unable to enforce its rights with respect to its
properties.
  The
present development plans at the KSM Project include the construction of twin 23
kilometer parallel tunnels through Crown land.  The proposed route
passes through approximately 15 kilometers of Crown land subject to mineral
claims held by a third party.  Seabridge has not been able to secure
rights to drive the tunnels through this land and expects to have to pay
reasonable compensation to secure a right of way through such mineral
claims.  Seabridge holds no right to drive the tunnels through such
land and may be unable to secure such rights at all.  Seabridge is
exploring obtaining a right of way from the British Columbia government through
such lands but there can be no assurance that a right of way can be
obtained.
  There
is uncertainty related to unsettled First Nations rights and title in British
Columbia and the Northwest Territories and this may create delays in project
approval or interruptions in project progress.
  The
nature and extent of First Nation rights and title remains the subject of active
debate, claims and litigation in Canada, including in British Columbia and the
Northwest Territories. The KSM Project lies within a traditional First Nation
territory and no comprehensive treaty or land claims settlement has been
concluded regarding these traditional territories. There can be no guarantee
that the unsettled nature of land claims in British Columbia and the Northwest
Territories will not create delays in project approval or unexpected
interruptions in project progress, or result in additional costs to advance the
Issuer’s projects.  In many cases mine construction and commencement
of mining activities is only possible with the consent of the local First
Nations group and many companies have secured such consent by committing to take
measures to limit the adverse impact to, and ensure some of the economic
benefits of the construction and mining activity will be enjoyed by, the local
First Nations group.
  High
metal prices in recent years have encouraged increased mining exploration,
development and construction activity, which has increased demand for, and cost
of, exploration, development and construction services and
equipment.
  The
relative strength of metal prices over the past five years has encouraged
increases in mining exploration, development and construction activities around
the world, which has resulted in increased demand for, and cost of, exploration,
development and construction services and equipment. While recent market
conditions have had a moderating effect on the costs of such services and
equipment, increases in such costs may continue due to the recent resumption of
an upward trend in metal prices. Increased demand for services and equipment
could result in delays if services or equipment cannot be obtained in a timely
manner due to inadequate availability, and may cause scheduling difficulties due
to the need to coordinate the availability of services or equipment, any of
which could materially increase project exploration, development and/or
construction costs.
  - 44
-
  Increased
competition could adversely affect the Issuer’s ability to acquire suitable
properties for mineral exploration in the future.
  The
mining industry is intensely competitive. Significant competition exists for the
acquisition of properties producing or capable of producing gold or other
metals. The Issuer may be at a competitive disadvantage in acquiring additional
mining properties because it must compete with other companies, many of which
have greater financial resources, operational experience and technical
capabilities than the Issuer. Competition for exploration resources at all
levels is currently very intense, particularly affecting the availability of
manpower, drill rigs and helicopters. Increased competition could adversely
affect the Issuer’s ability to acquire suitable properties for mineral
exploration in the future.
  The
Issuer has a dependence upon key management employees, the absence of which
would have a negative effect on the Issuer’s operations.
  The
Issuer strongly depends on the business and technical expertise of its
management and key personnel, including Rudi Fronk, President and Chief
Executive Officer. There is little possibility that this dependence will
decrease in the near term. If the Issuer’s operations expand, additional general
management resources will be required. The Issuer may not be able to attract and
retain additional qualified personnel and this would have a negative effect on
the Issuer’s operations. The Issuer does not carry any formal services
agreements between itself and its officers or directors. The Issuer does not
carry any “key man” life insurance.
  Certain
of the Issuer’s directors and officers serve in similar positions with other
natural resource companies, which put them in conflict of interest positions
from time to time.
  Certain
of the directors and officers of the Issuer are also directors, officers or
shareholders of other natural resource or mining-related companies. Such
associations may give rise to conflicts of interest from time to time. The
directors of the Issuer are required by law to act honestly and in good faith
with a view to the best interests of the Issuer and to disclose any interest
that they may have in any project or opportunity of the Issuer. If a conflict of
interest arises in a matter to be discussed at a meeting of the board of
directors, any director in a conflict must disclose his interest and abstain
from voting on such matter. In determining whether or not the Issuer will
participate in any project or opportunity, the directors will primarily consider
the degree of risk to which the Issuer may be exposed and its financial position
at the time.
  Risks
Related to the Common Shares
  The
market for the Common shares has been subject to volume and price volatility
which could negatively effect a shareholder’s ability to buy or sell the Common
shares.
  The
market for the Common shares may be highly volatile for reasons both related to
the performance of the Issuer or events pertaining to the industry (i.e.,
mineral price fluctuation, high production costs) as well as factors unrelated
to the Issuer or its industry. In particular, the price for gold has recently
been at an all time high and may not sustain such levels. In addition, market
demand for products incorporating minerals fluctuates from one business cycle to
the next, resulting in a change of demand for the mineral and an attendant
change in the price for the mineral. The Common shares can be expected to be
subject to volatility in both price and volume arising from market expectations,
announcements and press releases regarding the Issuer’s business, and changes in
estimates and evaluations by securities analysts or other events or factors. In
recent years the securities markets in the United States and Canada have
experienced a high level of price and volume volatility, and the market price of
securities of many companies, particularly small-capitalization companies such
as the Issuer, have experienced wide fluctuations that have not necessarily been
related to the operations, performances, underlying asset values or prospects of
such companies. For these reasons, the Common shares can also be expected to be
subject to volatility resulting from market forces over which the Issuer will
have no control. Further, despite the existence of markets for trading the
Common shares in Canada and the United States, shareholders of the Issuer may be
unable to sell significant quantities of Common shares in the public trading
markets without a significant reduction in the price of the shares.
  - 45
-
  The
Common Shares are publicly traded and are subject to various factors that have
historically made the Common Share price volatile.
  The
market price of the Common shares has been, and may continue to be, subject to
large fluctuations, which may result in losses to investors.  The
market price of the Common shares may increase or decrease in response to a
number of events and factors, including: the Issuer’s operating performance and
the performance of competitors and other similar companies; volatility in metal
prices; the public’s reaction to the Issuer’s press releases, material change
reports, other public announcements and the Issuer’s filings with the various
securities regulatory authorities; changes in earnings estimates or
recommendations by research analysts who track the Common shares or the shares
of other companies in the resource sector; changes in general economic and/or
political conditions; the number of Common shares to be publicly traded after an
offering of Common shares; the arrival or departure of key personnel;
acquisitions, strategic alliances or joint ventures involving the Issuer or its
competitors; and the factors listed under the heading “Description of the
Issuer’s Business - Cautionary Statement Regarding Forward-Looking Information
and Statements.”
  The
market price of the Common shares is affected by many other variables that are
not directly related to the Issuer’s success and are, therefore, not within its
control, including other developments that affect the market for all resource
sector securities, the breadth of the public market for the Common shares and
the attractiveness of alternative investments.  The effect of these
and other factors on the market price of the Common shares on the exchanges on
which they trade has historically made the trading price of the Common shares
volatile and suggests that the trading price of the Common shares will continue
to be volatile in the future.
  The
Issuer has never declared or paid any dividends on the Common
Shares.
  The
Issuer has never declared or paid any dividends on the Common
shares.  The Issuer intends to retain earnings, if any, to finance the
growth and development of the business and does not intend to pay cash dividends
on the Common shares in the foreseeable future.  Any return on an
investment in the Common shares will come from the appreciation, if any, in
their value.  The payment of future cash dividends, if any, will be
reviewed periodically by the Issuer’s Board of Directors and will depend upon,
among other things, conditions then existing including earnings, financial
condition and capital requirements, restrictions in financing agreements,
business opportunities and conditions and other factors.  See
“Dividend Policy.”
  Shareholders’
interests may be diluted in the future.
  The
Issuer may require additional funds for exploration and development programs or
potential acquisitions. If it raises additional funding by issuing additional
equity securities or other securities that are convertible into equity
securities, such financings may substantially dilute the interests of existing
or future shareholders. Sales or issuances of a substantial number of
securities, or the perception that such sales could occur, may adversely affect
the prevailing market price for the Common shares. With any additional sale or
issuance of equity securities, investors will suffer dilution of their voting
power and may experience dilution in the Issuer’s earnings per
share.
  The
Issuer could be deemed a passive foreign investment company which could have
negative consequences for U.S. investors.
  Depending
upon the composition of the Issuer’s gross income or its assets, the Issuer
could be classified as a passive foreign investment company (“PFIC”) under the United States
tax code. If the Issuer is declared a PFIC, then owners of the Common shares who
are U.S. taxpayers generally will be required to treat any “excess distribution”
received on their Common shares, or any gain realized upon a disposition of
Common shares, as ordinary income and to pay an interest charge on a portion of
such distribution or gain, unless the taxpayer makes a qualified electing fund
(“QEF”) election or a
mark-to-market election with respect to the Common shares. A U.S. taxpayer who
makes a QEF election generally must report on a current basis its share of the
Issuer’s net capital gain and ordinary earnings for any year in which the Issuer
is classified as a PFIC, whether or not the Issuer distributes any amounts to
its shareholders. U.S. investors should consult with their tax advisors for
advice as to the U.S. tax consequences of an investment in the Common
shares.
  - 46
-
  ITEM
5:                      DIVIDENDS
  The
Issuer has not paid any dividends since incorporation.  Payment of
dividends in the future is dependent upon the earnings and financial condition
of the Issuer and other factors which the directors may deem appropriate at the
time.  However, the Issuer is not limited in any way in its ability to
pay dividends on its Common shares.
  ITEM
6:                      GENERAL
DESCRIPTION OF CAPITAL STRUCTURE
  The
Issuer is authorized to issue an unlimited number of Common shares without par
value and an unlimited number of Preferred shares, issuable in series, of which
at March 24, 2010, 40,535,185 Common shares were issued and outstanding and no
Preferred shares were issued and outstanding.
  The
holders of the Common shares are entitled to receive notice of and to attend and
vote at all meetings of the shareholders of the Issuer and each Common share
confers the right to one vote in person or by proxy at all meetings of the
shareholders of the Issuer.  The holders of the Common shares, subject
to the prior rights, if any, of the holders of any other class of shares of the
Issuer, are entitled to receive such dividends in any financial year as the
board of directors of the Issuer may by resolution determine.  In the
event of the liquidation, dissolution or winding-up of the Issuer, whether
voluntary or involuntary, the holders of the Common shares are entitled to
receive, subject to the prior rights, if any, of the holders of any other class
of shares of the Issuer, the remaining property and assets of the
Issuer.
  The
directors of the Issuer are authorized to create series of Preferred shares in
such number and having such rights and restrictions with respect to dividends,
rights of redemption, conversion or repurchase and voting rights as may be
determined by the directors and shall have priority over the Common shares to
the property and assets of the Issuer in the event of liquidation, dissolution
or winding-up of the Issuer.
  - 47
-
  ITEM
7:                      MARKET
FOR SECURITIES
  Trading
Price and Volume
  The
Issuer's Common shares are listed for trading through the facilities of the TSX
under the symbol "SEA", and on the AMEX under the symbol "SA". During the
Issuer's most recently completed financial year, the high and low trading prices
and trading volume (rounded up or down to the nearest 100) of the Issuer's
Common shares on the TSX and on the AMEX was as follows:
  TSX
              AMEXMonth
              Volume
              High
              Low
              Volume
              High
              LowDecember
      2009
              748,200
              30.25
              23.28
              6,809,900
              29.00
              22.00November
      2009
              1,016,600
              28.50
              21.50
              9,021,800
              27.36
              19.85October
      2009
              1,110,200
              31.23
              20.91
              10,288,200
              29.57
              19.36September
      2009
              704,200
              35.50
              28.26
              8,571,200
              33.25
              25.63August
      2009
              304,000
              34.15
              29.46
              3,660,500
              31.99
              27.00July
      2009
              535,900
              32.91
              28.95
              5,072,800
              30.29
              24.84June
      2009
              532,500
              32.52
              25.45
              7,225,500
              30.14
              22.18May
      2009
              733,700
              34.00
              23.35
              7,058,800
              30.87
              19.52April
      2009
              520,800
              30.11
              23.00
              4,684,200
              23.90
              18.82March
      2009
              632,400
              29.73
              19.89
              8,963,600
              24.40
              15.38February
      2009
              376,300
              24.46
              15.53
              7,360,800
              19.63
              12.88January
      2009
              157,900
              19.00
              14.29
              7,041,700
              15.63
              11.36
  ITEM
8:                      DIRECTORS
AND OFFICERS
  The
By-Laws of the Issuer provide for the election and retirement of
directors.  At each annual general meeting, all the directors retire
and the Issuer elects a Board of Directors consisting of the number of directors
fixed from time to time by the shareholders, subject to the Issuer’s
Articles.  If the election of directors is not held at the proper
time, the incumbent directors shall continue in office until their successors
are elected.  The Issuer has a 3 member Audit Committee, a 5 member
Corporate Governance and Nominating Committee and a 3 member Compensation
Committee.
  The names
and municipalities of residence of the directors and officers of the Issuer, the
positions held by them with the Issuer, their principal occupations for the past
five years and their share holdings in the Issuer are as follows:
  Name,
      Municipality of Residence and Position
              Principal
      Occupation or employment and, if not a previously elected director,
      occupation during the past 5 years
              Previous
      Service as a Director/Officer
              Number
      of Common Shares beneficially owned or, directly or indirectly,
      Controlled(4)James
      S. Anthony
                Toronto,
      Ontario, Canada
                Chairman
      of the Board
              President,
      Suma Investments Inc., a private investment company since
      1986.
              Since
      October 1999
              659,791
      directly
                548,334
      indirectlyA. Frederick
      Banfield(1),
      (3)
                Tucson,
      Arizona, USA
                Director
              Chairman,
      Mintec Inc., a consulting and software company providing services to the
      mining industry, since 1970.
              Since
      October 1999
              145,000
  - 48
-
  Name,
      Municipality of Residence and Position
                Principal
      Occupation or employment and, if not a previously elected director,
      occupation during the past 5 years
                Previous
      Service as a Director/Officer
                Number
      of Common Shares beneficially owned or, directly or indirectly,
      Controlled(4)William M. Calhoun(1),
      (2), (3)
                  Silverton,
      Idaho, USA
                  Director
                President,
      W.M. Calhoun Inc., since 1983, a minerals industry consulting
      company.
                Since
      February 2000
                81,667Thomas C. Dawson(1),
      (3)
                  Toronto,
      Ontario, Canada
                  Director
                Retired
      as Senior Audit and Accounting Partner, Deloitte Touche LLP in
      1999
                Since
      January 2006
                16,000
      directly
                  2,000
      indirectlyLouis J. Fox(2),
      (3)
                  Ft.
      Lauderdale, Florida, USA
                  Director
                Private
      Businessman.  From 1984 to 1999, a Senior Vice President of
      Gerald Metals, Inc.
                Since
      January, 2000
                229,000Rudi
      P. Fronk
                  Toronto,
      Ontario, Canada
                  Director,
      President & CEO
                President
      and CEO, Seabridge Gold Inc.
                Since
      October 1999
                900,000
      directly 20,000 indirectlyEliseo Gonzalez-Urien(2)
                  Ashland,
      Oregon ,USA
                  Director
                Senior
      Technical Advisor, Seabridge Gold Inc. since 2003. Retired as Senior Vice
      President, Placer Dome Inc. in 2001.
                Since
      January 2006
                45,000William
      E. Threlkeld
                  Lakewood,
      Colorado, USA
                  Senior
      Vice President
                Senior
      V.P., Seabridge Gold Inc. since 2001, consultant to Seabridge;
      1997-2001
                Since
      November 2001
                290,000Roderick
      Chisholm
                  Mississauga,
      Ontario, Canada
                  Secretary
      and CFO
                Corporate
      Secretary, Seabridge Gold since 2003; Chief Financial Officer, Seabridge
      Gold since 2004;
                Since
      June 2003
                147,312Gloria
      M. Trujillo
                  Toronto,
      Ontario, Canada
                  Assistant
      Secretary
                Assistant
      Corporate Secretary, Seabridge Gold since 2003; Manager of Administration
      and Webmaster, Seabridge Gold since 2000
                Since
      June 2003
                28,000
 (1)
              Member
      of the Audit Committee.
  (2)
              Member
      of the Compensation Committee
  (3)
              Member
      of the Corporate Governance and Nominating
  Committee
  (4)
              Shares
      beneficially owned, directly or indirectly, or over which control or
      direction is exercised, as at March 24, 2010, based upon information
      furnished to the Corporation by individual directors.  Unless
      otherwise indicated, such shares are held
  directly.
  As of
March 24, 2010, the directors and executive officers of the Issuer, as a group,
hold 3,112,104 Common shares of the Issuer (excluding Common shares which may be
acquired upon exercise of stock options held by them), representing 7.7% of the
Issuer’s issued and outstanding shares.  Each director holds office
until the next general meeting of the Issuer at which directors are
elected.
  Other
than as set forth below, none of the Issuer's directors or executive officers
is, as at the date of this Annual Information Form, or has been, within ten
years before the date of this Annual Information Form, a director, chief
executive officer or chief financial officer of any company (including the
Issuer) that:
  (a)
              was
      subject to an Order (as defined below) that was issued while the director
      or executive officer was acting in the capacity as director, chief
      executive officer or chief financial officer;
or
  (b)
              was
      subject to an Order that was issued after the director or executive
      officer ceased to be a director, chief executive officer or chief
      financial officer and which resulted from an event that occurred while
      that person was acting in the capacity as director, chief executive
      officer or chief financial officer.
  "Order"
means a cease trade order, an order similar to a cease trade order, or an order
that denied the relevant company access to any exemption under securities
legislation and, in each case, that was in effect for a period of more than 30
consecutive days.
  - 49
-
  None of
the Issuer's directors or executive officers or any shareholder holding a
sufficient number of securities of the Issuer to affect materially the control
of the Issuer:
  (a)
              is,
      as at the date of this Annual Information Form or has been, within the ten
      years before the date of this Annual Information Form, a director or
      executive officer of any company, that while that person was acting in
      that capacity, or within a year of that person ceasing to act in that
      capacity, became bankrupt, made a proposal under any legislation relating
      to bankruptcy or insolvency or was subject to or instituted any
      proceedings, arrangement or compromise with creditors or had a receiver,
      receiver manager or trustee appointed to hold its assets;
    or
  (b)
              has,
      within the ten years before the date of this Annual Information Form,
      become bankrupt, made a proposal under any legislation relating to
      bankruptcy or insolvency, or become subject to or instituted any
      proceedings, arrangement or compromise with creditors, or had a receiver,
      receiver manager or trustee appointed to hold the assets of the director,
      officer or shareholder.
  Roderick
Chisholm, the Secretary and CFO of the Issuer, served as Secretary-Treasurer of
Canuc Resources Corp. in 2000 when a cease trade order was issued halting
all trading of the common shares of Canuc (CDN-OTC:CANC) due to failure to file
financial statements.   The cease trade order was rescinded in
April 2007.
  ITEM
9:                      AUDIT
COMMITTEE INFORMATION
  Audit
Committee Charter
  The
Issuer's audit committee has a charter (the "Audit Committee Charter") in
the form attached to this Annual Information Form as Schedule "A".
  Composition
of the Audit Committee
  Each of
the members of the Issuer's Audit Committee is independent and financially
literate, as those terms are defined in Multilateral Instrument 52-110 ("MI 52-110").
  Relevant
Education and Experience
  A
description of the education and experience of each audit committee member that
is relevant to the performance of his or her responsibilities as an audit
committee member is set out below.
  Thomas C.
Dawson(Chairman of the
Audit Committee) –Mr. Dawson has been a
Chartered Accountant since 1961. He is a retired senior audit and accounting
partner with 40 years of experience at Deloitte & Touche LLP, Chartered
Accountants. He received his B.Comm. from Loyola College (now Concordia
University), Canada, in 1959. Mr. Dawson is also a director of the following
Canadian public companies:  WaterFurnace Renewable Energy; Energy
Split Corp.; Energy Split II Corp.; and Anvil Mining Limited.
  William M.
Calhoun–Mr.
Calhoun is President of W.M. Calhoun Inc., an independent consultant that
provides consulting services to the minerals industry in the areas of mining
operations, mine planning, mine design, ore reserves and environmental issues.
From 1972 through 1981, Mr. Calhoun served as President and CEO of Day Mines,
Inc., an American Stock Exchange company with mining operations in the western
United States that was acquired by Hecla Mining. Mr. Calhoun's extensive public
service record includes membership on President Ronald Reagan's Strategic
Minerals Task Force, President Gerald Ford's Inflation Task Force; Director of
the Silver Institute; Trustee of the Northwest Mining Association; Chairman of
the Mining Advisors Committee to the Governors of Washington and Idaho;
President of the Idaho Mining Association; Chairman of Idaho College of Mines;
and numerous other civil and professional organizations. Mr. Calhoun has a
Bachelor of Science degree in Mining/Geology from the University of Texas at El
Paso.
  - 50
-
  A. Frederick
Banfield–Mr.
Banfield is the Founder and Chairman of
Mintec, Inc., Mr. Banfield was one of the original developers of MineSightTM,
recognized as the pre-eminent reserves modeling and mine design software system
with more than 300 installations worldwide. Mr. Banfield has also been an
independent reserves auditor and mine planning advisor to some of the world's
leading gold mining organizations with respect to projects in the United States,
Canada, Africa, Australia and Latin America. Mr. Banfield holds an Engineer of
Mines degree from the Colorado School of Mines.
  External
Auditor Service Fees (by Category)
  The
aggregate fees billed by the Issuer's external auditors in the following
categories for the 12 months ended December 31, 2009 and 2008 are as
follows:
  2009
              2008Audit
      Fees
              $130,000
              $130,000Audit
      Related Fees(1)
              $60,950
              $39,000Tax
      Fees(2)
              $7,100
              $13,482All
      Other Fees
              -
              -Total
              $198,050
              $182,482
  (1)
      For review of quarterly financial statements.
                (2)
      For review of corporate structure and income tax
  balances.
 
 Pre-Approval
of Audit and Non-Audit Services Provided by Independent Auditors
  The Audit
Committee nominates, for election by the Issuer's shareholders at the Issuer's
annual general meeting, the Issuer's independent auditors to audit the Issuer's
financial statements.  The Audit Committee is authorized by the
Issuer's Board of Directors to review the performance of the Issuer's external
auditors, to approve in advance the provisions of services by the independent
auditors other than the audit of the Issuer’s financial statements and to
consider the independence of the external auditors.
  ITEM
10:                      CONFLICTS
OF INTEREST
  Certain
of the Issuer's directors and officers serve or may agree to serve as directors
or officers of other reporting companies or have significant shareholdings in
other reporting companies and, to the extent that such other companies may
pursue business objectives similar to those which the Issuer may pursue, the
directors of the Issuer may have a conflict of interest respecting such
pursuits.  Under the corporate laws applicable to the Issuer, the
directors of the Issuer are required to act honestly, in good faith and in the
best interests of the Issuer and to disclose all conflicts to the directors so
that appropriate procedures may be established for the circumstances, including
abstaining from voting or the establishment of special committees.
  ITEM
11:                      LEGAL
PROCEEDINGS AND REGULATORY ACTIONS
  Legal
Proceedings
  The
Issuer is not a party to any legal proceedings and is not aware of any such
proceedings known to be contemplated.
  Regulatory
Actions
  There are
no: (a) penalties or sanctions imposed against the Issuer by a court relating to
securities legislation or by a securities regulatory authority during the
Issuer's most recently completed financial year and up to the date of this
Annual Information Form; (b) other penalties or sanctions imposed by a court or
regulatory body against the Issuer that would likely be considered important to
a reasonable investor in making an investment decision; or (c) settlement
agreements the Issuer entered into with a court relating to securities
legislation or with a securities regulatory authority during the Issuer's most
recently completed financial year and up to the date of this Annual Information
Form.
  - 51
-
  ITEM
12:                      INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  No
director, executive officer or person or company that beneficially owns, or
controls or directs, directly or indirectly, more than 10% of the Issuer’s
outstanding Common shares, or any associate or affiliate of the foregoing, has
had any material interest, direct or indirect, in any transaction within the
three most recently completed financial years or during the current financial
year prior to the date of this Annual Information Form that has materially
affected or is reasonably expected to materially affect the Issuer.
  ITEM
13:                      TRANSFER
AGENTS AND REGISTRARS
  The
registrar and transfer agent for the Common shares is Computershare Investor
Services Inc. at its principal office at 100 University Ave., 9th
Floor, Toronto, Ontario, Canada  M5J 2Y1 and co-transfer points at 510
Burrard Street, Vancouver, British Columbia, Canada  V6C 3B9 and Computershare Trust
Company, N.A., at 350 Indiana Street, Suite 800, Golden, Colorado,
USA  80401.
  ITEM
14:                      MATERIAL
CONTRACTS
  The
Issuer is not a party to a material contract that was not entered into in the
ordinary course of its business or that is otherwise required to be filed under
section 12.2 of National Instrument 51-102 ("NI 51-102") at the time this Annual
Information Form is filed or would be required to be filed under section 12.2 of
NI 51-102 at the time this Annual Information Form is filed but for the fact
that it was previously filed.
  ITEM
15:                      INTERESTS
OF EXPERTS
  Michael
Lechner, Frank Grills, John Huang, Jim Gray, W.N. Brazier, Greg McKillop, Harold
Bosche, Graham Parkinson, Robert Parolin, Warren Newcomen, T.J. Smolik, Ken
Deter, Dick Matthews, Snowden and Eric Fier, each being companies or persons who
have been named as having prepared or participated in preparing reports relating
to the Issuer's mineral properties referred to in this Annual Information Form
or otherwise filed under NI 51-102 by the Issuer during, or relating to, the
Issuer's most recently completed financial year or during the period thereafter
to the date of this Annual Information Form, or any director, officer, employee
or partner thereof, as applicable, received or has received a direct or indirect
interest in the property of the Issuer or of any associate or affiliate of the
Issuer. To the Issuer’s knowledge, as at the dates of their respective reports,
the aforementioned persons, and the directors, officers, employees and partners,
as applicable, of each of the aforementioned companies and partnerships
beneficially own, directly or indirectly, in total, less than one percent of the
securities of the Issuer and none of them have received securities of the Issuer
from the Issuer since such dates.
  The
auditors of the Issuer are KPMG LLP, Chartered Accountants, of Toronto, Ontario.
KPMG LLP, Chartered Accountants, is independent within the meaning of the Rules
of Professional Conduct of the Ontario Institute of Chartered
Accountants.  KPMG LLP is registered with the Public Company
Accounting Oversight Board (United States).
  Neither
the aforementioned persons, nor any director, officer, employee or partner, as
applicable, of the aforementioned companies or partnerships, is currently
expected to be elected, appointed or employed as a director, officer or employee
of the Issuer or of any associate or affiliate of the Issuer.
  - 52
-
  ITEM
16:                      ADDITIONAL
INFORMATION
  Additional
information relating to the Issuer may be found on SEDAR at www.sedar.com.  The
information available at www.sedar.com
includes copies of the full text of all of the technical reports prepared for
the Issuer in respect of the Issuer's properties described herein.
  Additional
information, including directors’ and officers’ remuneration and indebtedness,
principal holders of the Issuer’s securities, and securities authorized for
issuance under equity compensation plans, where applicable, is contained in the
Issuer’s Information Circular for its most recent annual general meeting of
securityholders that involved the election of directors.
  Additional
financial information is provided in the Issuer’s consolidated financial
statements and management's discussion and analysis for the Issuer's most recent
completed financial year.
  - 53
-
  SCHEDULE
A
 AUDIT
COMMITTEE CHARTER
  The Audit
Committee of Seabridge is a committee of the Board composed entirely of three
outside and unrelated directors. Its overall goal is to ensure that the Issuer
adopts and follows a policy of full, plain, true and timely disclosure of
material financial information to its stakeholders. It reviews all material
matters affecting the risks and financial well being of the Issuer and is a key
part of the Corporate Governance system.  The Committee is mandated to
satisfy the requirements of the Canada Business Corporations Act.
  The Audit
Committee meets at a minimum, quarterly and on such other occasions as required.
The auditors are invited to attend the meetings called to discuss the annual
audit plan and the final review of the year-end financial
statements.  At least annually, the Committee meets with the auditors
to review management’s performance relating to financial reporting
matters.
  Specifically,
the Committee:
  (a)
              reviews
      the annual statements of the Issuer and makes recommendations to the Board
      with respect to these statements,
  (b)
              reviews
      the quarterly financial statements and makes recommendations to the Board
      regarding these financial
statements,
  (c)
              reviews
      and approves financial information in all prospectuses, offering
      circulars, and similar documents,
  (d)
              oversees
      the adequacy and accuracy of the Issuer’s financial disclosure policies
      and obligations,
  (e)
              reviews
      significant accounting policies and
estimates,
  (f)
              monitors
      the Issuer’s internal controls, financial systems and procedures, and
      management information systems,
  (g)
              oversees
      management’s reporting on internal
control,
  (h)
              meets
      with the Issuer’s auditors to review management’s financial stewardship
      and to review their recommendations to management,
  and
  (i)
              recommends
      the appointment of auditors and reviews the terms of the audit engagement
      and the appropriateness of the proposed
fee,
  (j)
              reviews
      through discussions or by way of a formal document the plan followed for
      the annual audit with the auditors and
  management,
  (k)
              evaluates
      the performance of the auditors,
  (l)
              confirms
      the independence of auditors,
  (m)
              establishes
      procedures for the receipt, retention and treatment of complaints received
      regarding accounting, internal accounting controls or auditing matters,
      and
  (n)
              establishes
      procedures for the confidential, anonymous submission by employees of
      concerns regarding questionable accounting or auditing
      matters.